The Sixth Alicorn
by Shade Nightingale
Summary: Inspired by Pen Stroke's Glimpses. What would happen if Nyx, Nightmare Moon re-born, was taken in by some-pony other than Twilight Sparkle? Some-pony who would be an awful influence-for example, a certain Changeling Queen? Past Sins AU.
1. Chapter 1

THE SIXTH ALICORN

By Shade Nightingale

Chapter One

It was the witching hour.

The skies above Equestria were dark and overcast. Thunder rumbled in the distance. But the storm had not arrived.

These were not ideal conditions for flying. And yet that was what a score of winged ponies were doing, soaring swiftly above the clouds. The Pegasus stallions had white coats and blue manes, with marks on their flanks resembling shields. They wore gilded barding, which did not slow them down at all as they raced to keep up with their leader.

This was a tall, white mare. Only one word could truly describe her: radiant! Her flowing mane of pastel colors glowed even in the dark of night. On her flank there was a mark like the sun; around her neck was a golden peytral; and on her forehead, just behind a long horn, sat a golden tiara with a purple gem in its center.

She was Princess Celestia, co-ruler of all Equestria!

Celestia surveyed the dark forest below, her violet eyes narrowed in concentration as she soared on mighty wings. The Everfree Forest was a foreboding place even under the best conditions; in this weather it resembled a tempest, its canopies billowing like waves on the ocean.

Please be alright, Celestia thought desperately. I can't lose you! Not like this!

A beam of blue energy shot skyward.

"There!" Celestia shouted. She banked towards the energy burst, her guards following behind closely. They arrived above a clearing by a pond. And in that clearing was the strangest gathering Celestia had ever seen.

Several scores of ponies stood in a circle, all wearing black cloaks. Each pony had glowing cyan eyes with slits for pupils. Most of them were unicorns, and each one was focusing their magic on curious lines painted onto the ground. In the center of the lines sat a wooden bowl upon a metal pedestal, from which black smoke was rising. Whatever kind of spell these ponies were casting, it was extremely powerful; Celestia could feel the reverberations even in the air. Some sort of blob was forming in the wooden bowl.

Celestia caught sight of a unicorn nearest the pedestal and inhaled sharply. In addition to the glowing slit-eyes, the unicorn was pitch black, and wore silvery-blue barding. The peytral had a crescent-moon insignia on it. Why, that pony looked like-!

But no, Celestia knew it was not her. This pony was not tall enough, and did not have wings. But the resemblance was clearly intentional.

Celestia noticed a pony lying in the midst of the circle. It was a lavender unicorn mare, whose dark-blue mane bore pink and violet highlights. There was a magic restrainer around her neck, and her head was stuffed inside a brown canvas bag. She was shaking.

Anger tore through Celestia. Power charged in her horn. Lightning shot from it and descended upon the metal pedestal. The electricity tore through it and the bowl, destroying both.

"It's Celestia!" cried a male voice. It was the black unicorn.

The gathering broke up in a panic. Celestia's guards rushed in, the captain declaring the participants under arrest. To their surprise, some of the Cultists charged the guards. A skirmish resulted. Celestia saw some of the Cultists sneak up on the guards from the rear. She landed in their midst with such force that the Cultists were knocked down. Several sprang back up and tried to charge her, but Celestia picked them up with her magic and threw them to the ground. They did not rise up again.

Seeing this, the remaining Cultists turned and fled in multiple directions. There was no sign of the black unicorn.

"C'mon, boys! Let's get after them!" shouted the Captain, as he and half the guards pursued the Cultists. The rest stayed behind, corralling the defeated into a tight circle. No-pony had died.

Celestia rushed to the lavender unicorn's side. There was a long cut across her right foreleg, and a large bruise on her stomach. But she was alive, so Celestia pulled the bag off her head. Twilight Sparkle screamed.

"NO! NO! DON'T HURT ME! PLEASE!"

"I am not going to hurt you," Celestia said gently. Her voice was like a warm, sunny day.

"P-Princess Celestia," Twilight whispered.

"Yes, Twilight. It's alright, no pony will hurt you now. I'm here."

Celestia lay down on the grass and pulled Twilight close with her wings. Twilight started crying.

"I-I'm so sorry! They took me by surprise! I let you down! I—"

Celestia nuzzled her. "Twilight, you don't have to be sorry for anything. You were the one who was harmed here, but no-pony shall hurt you now."

Her horn glowed. Golden magic covered Twilight's cut and bruise, healing them instantly. Celestia then held up Twilight's chin with her wing, so that the mares could look into each other's eyes.

"You have not let me down." Celestia's voice was firm yet warm and gentle. "You have been very brave, and I am very proud of you. None of this is your fault at all, and I will see to it that these ponies meet justice for this crime against you."

Twilight sniffed and shuddered, but managed a shaky smile.

"Thank you, Princess!"

They embraced.

Then Twilight remembered something.

"Princess Celestia! They were trying to bring back Nightmare Moon!"

Celestia blinked. She had suspected as much, but receiving confirmation was startling nonetheless.

Twilight trembled. "Princess Celestia? What's happening?"

What's happening? Now there was a question Celestia would have liked an answer to! Over the last couple of years, things had taken a turn for the dangerous in Equestria.

First, there had been the return of Nightmare Moon, a return that had been foreseen a long time ago. Celestia had dreaded the coming of that day, but to her surprise, it all worked out better than she had hoped. Twilight had befriended five other mares from Ponyville, and together they had used the Elements of Harmony to defeat Nightmare Moon. To Celestia's great joy, the Elements simply removed the dark magic that constituted Nightmare Moon, leaving behind Celestia's sister Princess Luna.

After a thousand years, Celestia had her sister back!

As for the darkness that had corrupted Luna, there had been little left of it aside from some scraps of armor. These had given off a strong magical aura, so Celestia transferred them to Spell Nexus, the head of her school, for further study.

But the scraps had been stolen recently. Nexus had been assaulted in his own home, and the scraps taken by parties unknown. This attack had bewildered Celestia. Who would want the scraps of Nightmare Moon so badly, and why? It looked like she knew now.

And then Discord awoke. Once again, it had come down to Twilight and her friends to stop the Spirit of Disharmony from plunging the entire world into chaos. Though Celestia had noticed that Discord was not as vicious as she had remembered. Aside from tricking the Element Bearer's into acting opposite their virtue, all he did was make it rain chocolate and act a nuisance. Discord seemed less like a threatening villain and more like a spoiled child that had refused to grow up.

Or maybe he seemed that way when compared to the other major villain to plague Equestria: Queen Chrysalis. Now, that witch was nasty. Celestia had fought against the Changeling Queen and her army many times, the latest battle occurring only a couple of months back. On that occasion, Chrysalis had taken the form of Celestia's adopted niece, Cadance: the third alicorn in Equestria. She then brainwashed Cadance's fiancé Shining Armor, the Captain of the Royal Guard. Her plan was to use their wedding as part of a plot to take over Canterlot. The plan ultimately failed, thanks yet again to Twilight, who also happened to be Shining Armor's sister. But not before Chrysalis had managed to trick the entire wedding party into temporarily disowning Twilight after she had pointed out how strangely "Cadence" was acting. Including Princess Celestia.

Celestia still felt bad about that.

And then there had been the return of the Crystal Empire, and an attack by the evil unicorn warlord King Sombra. Twilight, Spike, and Princess Cadence were able to stop him, and Cadence and Shining became the new rulers of the Crystal Empire.

That had been two weeks ago. And now this had happened. What was going on with Equestria?

Celestia looked Twilight in the eyes. "I don't know, Twilight. Perhaps the leaders of this cult can provide us with some answers. My guards are returning now."

Celestia's guards became visible among the trees, marching some of the black-clad ponies in front of them. They were corralled in with the other Cultists.

Celestia stood up. Twilight also stood up, staying close to Celestia's hind legs. "Is this all of them, Captain?"

The Captain's ears wilted. "I apologize, your Highness, but no. Half of them managed to escape into the woods." Twilight's eyes became very wide.

Celestia sighed. "Did you manage to capture the black unicorn?" The Captain's ears wilted even further. Celestia frowned, but nodded. "I see. We shall have to make do with the ones we have."

The Captain looked crestfallen. Celestia smiled warmly at him and lifted his chin up with her hoof. "You did your best, Captain. You got half of them, and we shall soon find out where the rest are from those you have captured." The Captain was still abashed, but his ears picked back up a little. She turned away from him and approached the host of assembled cultists.

She surveyed them contemptuously. She did not smile at them. And when she spoke after a moment of silence, it was as if the sun itself had gone out.

"I am very disappointed with every single pony here. I expect better from the ponies of Equestria."

Not a single cultist looked ashamed. Rather, they stared back at her with looks of deep loathing. Celestia could not recall any of her little ponies ever looking at her with such hatred. At the very least, their eyes were back to normal. The cyan slitted-eyes must have been a cosmetic spell.

"Well? Does any pony have anything to say for themselves? You can talk to me. You can always talk to me. I don't know what has made you try to resurrect Nightmare Moon, but it was not necessary. If you are in some kind of trouble, you could have come to me or my sister. You do not need guidance from a ghoul.

"Instead, you chose to participate in the kidnapping and assault of a unicorn mare who had never harmed you. You chose to come to these woods, and participate in an illegal necromantic ritual to resurrect an enemy of Equestria. And if those scraps are what I think they are, then you also chose to burglarize the home of Spell Nexus and beat him."

A few of the ponies made a movement when she mentioned Spell Nexus. Celestia nodded internally. So, it was them after all.

"Now, these are very serious charges, and you will spend a lot of time in prison on account of them. But I am lenient. I am willing to be less severe if you will tell me the name of your leader. The black unicorn who posed as Nightmare Moon."

Celestia waited. The Cultists said nothing.

"I want his name now."

They stayed silent.

"I'm waiting."

Nothing.

Celestia turned to the Captain.

"Captain, take these ponies straight to the dungeons in Canterlot! I shall deal with them later. Leave a few guards behind to watch this site, in case any more decide to return."

The guard saluted. "Yes, your Highness. And what about you?"

Celestia turned her attention to Twilight, and wrapped her wing around the young mare. "I shall be taking my student back to the library in Ponyville. She's had a rough night, and sleep will do her some good."

All Twilight could do was nod. Celestia lifted Twilight up in her magic and placed the unicorn upon her back. She nodded at two guards nearest her. "You two. With me, please. You will be posted at the doors of the library. I don't know if any of the Cultists will try anything more tonight, but I shan't take that chance!"

The guards nodded and took flight. Celestia spread her own wings, but then paused. She surveyed the scene one more time. She felt like there was something she was missing. But she saw nothing else unusual, and launched herself into the air. Twilight was too shaken to even yelp. Higher and higher they went, until the ponies below looked like little ants. The trip to Ponyville would be quick.

But as she flew over the Everfree Forest, Celestia had an uneasy feeling. She was certain she had missed something, but she could not place her hoof on what…

It was several hours later.

Only five guards remained on duty. Thunder pealed in the distance, louder than before. The guards were arguing.

"Look," said one. "We haven't heard from the Captain in a while, and that storms looks like it will be a doozy! I say we regroup with the main unit."

"The Princess and the Captain said to stay here," said a second. "We need to guard the crime scene and capture any Cultists should they return."

"None of 'em are comin' back, I reckon," a third guard replied. He looked skyward. "That'll be a right nasty storm, sure 'nough."

"That's what I mean!" said the first. "We aren't prepped for a storm! We should just go before the storm gets here. They'll understand. Besides," he added slyly. "We should check on the caravan. Make sure they get to Canterlot alright, you know?"

The other guards assented at once, save for the second guard, a new recruit named Event Horizon.

"Orders are orders," said Event Horizon, firmly. The other guards grinned at each other.

"Alright, Event Horizon, have it your way! You can stay here all alone in the cold, dark, spooky forest during a thunderstorm!"

"Yeah," laughed another. "Looking forward to your amazing stories when you get back!"

"Wait!" cried Event Horizon.

"Naw, its fine; we'll remind the uppers you're still here." The guards extended their wings.

"Not that! I thought I heard something!" The other guards tensed.

"What did you hear?" asked the first guard nervously.

Event Horizon looked around. "I could swear I heard a foal crying."

"A foal? In the Everfree?" a fourth guard said skeptically. "Are you sure?"

"I have a foal of my own," said Event Horizon. "I know what one sounds like!"

The guards milled about, listening. For a few tense moments, no-pony said a word as they searched. Finally, they gave up.

"You must be hearing things!"

"Yeah!" said the first guard, winking. "You should come with us, you need some shut eye!"

But Event Horizon stood firm. "Orders are orders!"

The other guards laughed. "Suit yourself, mate!"

And with that, the four guards took off. Event Horizon watched them become smaller and smaller in the distance. When they were no longer visible, he turned to patrol the area. Idiots! They would be de-merited!

But not Event Horizon! Oh no, he would stay right where his Princess had stationed him! His Princess would know he was diligent!

His Princesses. He was still adjusting to that concept. He wondered why Luna had not been invited along to save Twilight Sparkle. Night was her time to rule, after all.

It must be the Nightmare Moon angle, he reasoned. Celestia probably did not want her near this one.

He passed by the occult runes left on the ground. Event Horizon could not fathom why any pony would want to raise Nightmare Moon. Princess Luna did essentially the same thing, minus the evil. She could even chase bad dreams away! Contrariwise, Nightmare Moon supposedly gobbled up foals on Nightmare Night. Pretty stupid, now that he thought about it. He had attended to Princess Luna at mealtimes, and she was as vegan as any-pony else!

How did such an asinine story start, anyway?

Event Horizon heard another peal of thunder—that storm must be drawing closer. He shivered in the cold breeze. Orders were orders, but he did hope some pony would relieve him soon. As mad as he was at the other guards for leaving, he could not blame them completely…

There! He had heard a child sobbing, he was sure now! He turned around, listening attentively. The child sounded afraid. Event Horizon had been a proud father for over a year, and so could tell what a child felt by its cry.

As he listened for more sobbing, he could not help but think about his own family. His son was a healthy colt—he was going to grow big and strong, just like his father! And his wife was beautiful, loving, and kind—he could not ask for a better helpmeet! And just the other day, she had told him that she was expecting again. Their future together seemed bright! His heart filled with the love he had for his family.

And that was when his head started to hurt. Bad. He closed his eyes in pain. A migraine? Now? That was odd…his pain would have to wait though…there was a scared child to find…

Event Horizon opened his eyes.

And looked into a monstrous face. It was greenish-black with a pair of glowing eyes, green and hungry, with pupils like a cat. The mane was greenish-blue, and the horn was crooked. A three-pronged black tiara sat in front of the horn. The creature's body was tall and covered in a hard carapace, with a green mid-section and wings like a dragonfly. These wings, and the creature's body, had holes that allowed him to see all the way through to the foliage behind it. The stallion was so startled that it was a moment before he was able to react, and by then he was paralyzed.

"Shhh, that's a good boy," said Queen Chrysalis, her voice low-pitched and smooth. Her crooked horn glowed green, energy flowing out from the stallions' head and into it. The guard could only utter a few sporadic syllables in response, his body growing thinner, wrinkles appearing under his eyes. Chrysalis grinned wickedly. "Mm, that's good. Feed your Queen!"

Again, the stallion could only offer a few incomprehensible words as his body became weaker and weaker, and Chrysalis became stronger and stronger. The green flow of energy increased its intensity. Finally, with a sound like a cross between a vacuum and a flying arrow, the energy stream came to an end. The stallion collapsed. Queen Chrysalis stood over him.

"That was excellent, dear. Tell me, was it good for you? I certainly enjoyed it!" She cackled nastily. Her horn glowed again. The stallion was dragged back to standing. Chrysalis reached over with her right hoof and rested it on his cheek.

"Dear, you don't look so good. Are you all right?" She put her face very close to his. "Let me guess, it feels like all of your love has been dragged out of you, doesn't it? Tell me, what's it like, being a sad little husk? To know that you have loved, and have been loved, but can't remember why or to who? Hurts, doesn't it?" She placed her left hoof on his other cheek and narrowed her eyes. "I said, "Doesn't it?"" The green magic flared briefly, and the stallion said "um-hum" against his will.

"I know it does," Chrysalis said soothingly. "Would you like me to make that better for you?"

"Um-hum."

From a distance, the two ponies seemed like lovers, the tall Changeling mare appearing as if she was about to kiss him, with her hooves on both his cheeks and her lips so close to his…

Chrysalis twisted his head around with a crack.

The stallion's body fell to the ground like a marionette whose strings had been cut. Chrysalis stood over the corpse, her glowing eyes dancing madly.

"Pharynx. Thorax."

Two creatures appeared next to her. They were also Changelings like Chrysalis, but smaller and with more insectoid characteristics, such as compound eyes. Thorax had blue eyes while Pharynx had purple eyes. They stuck their tongues out and hissed at her, which is the proper way to greet a Queen.

"I have taken a kill," said Chrysalis, her voice cold and imperious.

"It is good!" exclaimed Pharynx.

"It is good," said Thorax, evenly.

Chrysalis raised an eyebrow at Thorax. "You will take the meat back to our colony," she continued, her draconic eyes boring into Thorax's. "I expect this meat to be butchered and made into a pot pie. We haven't had pony pot pie in such a long while, now have we?"

"No," said the two drones. "Not for a while. It shall be a great feast!"

Chrysalis studied them. Pharynx seemed enthused about the prospective meal, but Thorax seemed…what? Put off? Disgusted? Was he…sorry?

Sorry for that stallion?

Chrysalis was unsure about Thorax. She had taken note of his intelligence, which was a little higher than those of his peers. Thorax had a good memory too, recalling almost word for word speeches Chrysalis had made to his class when he was small. And his transformations were top notch, right down to precisely mimicking the cadences of his targets. Quite impressive.

And yet there was something about Thorax that rubbed her the wrong way. The Changelings were at war constantly—they had no use for mercy! Yet Thorax seemed a little too sympathetic to other races.

Perhaps she would need to cull him. She had a pair of hedge-clippers for that purpose. However, Chrysalis thought that step might be too drastic at this stage; after all, her subjects were becoming increasingly obtuse. Perhaps she should could still breed him, if only to allow her subjects a little more intelligence?

His empathy was something that needed to be addressed.

"I'm glad you agree, my little Changelings. Especially you, Thorax! I think that pony will make for a very fine pie. Don't you agree, dear?" She smiled at him. Thorax stiffened, fear flashing across his face.

"Of course, your majesty," Thorax said nervously. "A mighty fine pie! Best pie ever, without doubt!"

"Mm, without doubt," agreed Chrysalis. "Since you will be the one to make it."

Something like horror flickered across Thorax's face, before it settled into bewilderment. "Me, my Queen?" he asked anxiously.

"That is correct. You will be the one to prepare the meat. You shall butcher it, cook it, and then you will serve it to me." Thorax looked mortified. Chrysalis hardened her gaze. "Unless…you have a problem with that?"

Thorax recovered fast. "N-no my Queen! No problem!"

Chrysalis leaned in a little closer. "I do hope so. It should be a simple enough task for you. I have already done the difficult job—I slaughtered it!" She laughed, her voice deep and guttural. Pharynx also laughed, joyfully. Thorax laughed along, but his laughter was more subdued.

"Now buzz along, my subjects. You have meat to take back to the colony, and I have a magical disturbance to investigate!"

"You want us to leave you here alone?" Thorax asked, confused.

"Yes," said Chrysalis sharply. She hated being questioned.

"You said this was a major magical disturbance. What if a garrison appears? What if they bring mages? What if," he swallowed. "Celestia appears?"

"I can hold my own," Chrysalis replied flatly. "Now, do as you're told and take the carcass out of here!"

The two Changelings trotted forward, and picked up the corpse with their magic. Taking flight together, the drones lifted the corpse into the air and were off with it.

Chrysalis watched them go, her eyes fixed mostly on Thorax as he became smaller and smaller. As she had suspected, there did appear to be concerning levels of empathy in him. On the other hoof, the questions he asked, simple though they were, were the right sort. Chrysalis had noted Pharynx's face throughout the proceedings, and saw at once that it had never occurred to him to ask such questions.

A lot of her subjects did not think to ask such questions.

She would need to work to remove that empathetic streak, but once Thorax's compassion was eliminated, he would no doubt make for a fine captain.

Chrysalis took her mind off these matters and began to focus on the task at hoof. Her horn glowed green as she surveyed the clearing in the woods.

Mighty magic had been wrought here—that much was certain! She could feel the strength of the spell all over her body, a cool tingling that ran down the length of her spine. Power like this both delighted and infuriated Chrysalis; she loved being near it but hated being without it. She had seen the blue energy blast from miles off, and had come to investigate.

She could see a metal pedestal in the middle of the clearing, broken apart from some sort of blast. Here and there she could find splinters of burnt wood, probably from a vessel of some sort. Had the spell needed some kind of potion? What were the unicorns cooking up? And why was a guard posted here?

Perhaps the Princesses were up to something. No doubt they were casting a spell to give themselves more power. Chrysalis believed that the alicorns would do anything to become stronger.

But what was the end result? Aside from the magical harmonics, the broken artifacts and those peculiar patterns on the ground, nothing seemed to be out of place here.

Thunder pealed. Chrysalis gazed at the sky. That storm sounded close. She would have to leave soon. Well, there did not seem to be much else here…she should take her leave…

She saw something in some bushes. Coming closer, Chrysalis saw a brown saddlebag under the eaves. She picked it up in her magic and held it aloft in front of her. She could make out words: Property of Twilight Sparkle.

Chrysalis grinned. So, Miss Perfect left her bag behind! She must have been helping Celestia with this little project. Chrysalis was sure Twilight Sparkle would be missing this bag. She opened the it and looked inside. She saw three old books, all of which seemed to be spell books of some sort. What a nice present. Perhaps she could determine what spell had been cast here by examining these more closely. Chrysalis closed the bag and put it onto her back. She turned to leave.

And then she heard it. Sobbing.

She looked around. Was there some pony hiding nearby? She hoped so; she could let her Hive drain this one.

Chrysalis listened carefully. She had very acute hearing. She followed the sporadic sobs until at last she arrived at a hawthorn bush.

She listened again. The crying sounded like that of a small foal. Even better! Chrysalis loved foals; they tasted much sweeter than adult ponies. Perhaps she would have some dessert to go with her pie tonight.

"Ready or not," Chrysalis snickered, while pulling back the branches with her magic. "Here I com—"

Chrysalis stared. She stared with her green serpentine eyes. _And cyan serpentine eyes stared back at her_.

The eyes belonged to a filly, tangled up in the branches of the hawthorn bush. Her coat was a very deep midnight blue, almost black; her mane was violet, dirty and tangled up in the branches. But what was truly unusual was that this pony had wings and a horn.

The Queen's brain buzzed. An alicorn filly? Here? How was this even possible? Alicorns were not born, they were elevated. Even the Sisters had been unicorns before they discovered their celestial abilities. The youngest alicorn was Princess Cadence, and she had elevated as a teen. Yet this was clearly a young child.

And why did she resemble Nightmare Moon? Chrysalis knew all about Luna's alter ego. The Changeling Queen had been very amused to hear that Celestia had sealed her own dear little sister in the moon.

Was this actually Nightmare Moon? If so, why had the ponies resurrected her? The last Chrysalis had heard, the ponies feared Nightmare Moon to the point that they sacrificed candy to her on Nightmare Night.

Power. That was it. The ponies must have wanted to use her power. For what? Conquest, perhaps? Or did the last Changeling invasion have the ponies so on edge, that they decided to conjure an alicorn who could do some real damage?

Chrysalis accepted this last explanation. Celestia must have become afraid of the power of Queen Chrysalis. So afraid that she gathered powerful mages, including Twilight Sparkle, to resurrect Nightmare Moon. Something went wrong, they gave it up as a bad job, and left a guard behind to keep unwanted eyes away. Mustn't let any pony think their precious Sun Princess would do anything unseemly! And somehow, they missed what they had actually created.

Well, finders-keepers! The ponies would regret trying to raise up a power against the Changelings. Chrysalis would see to it that they trembled in fear when their intended weapon swooped down to devastate them!

All of these thoughts marched through her mind at a brisk tempo; to any observer she only stared at the filly for a mere moment before smiling at her.

"Hello there, little one," Chrysalis said, in a warm voice.

The filly shrank back, frightened. She flinched as the thorns cut into her.

"There's no need to be afraid of me," said Chrysalis. "I'm not going to hurt you."

"Y-You're not?" asked the filly. Her voice reminded Chrysalis of resonating glasses. "You aren't going to help the bush hurt me?"

She thought the bush was deliberately hurting her? Chrysalis doubted a great monarch like Nightmare Moon would even think to say something as absurd as that. She decided to play along.

"No, sweetie. Here, let me help you out of those thorns."

It took some doing. Chrysalis had to be very careful pulling the thorns apart, lest it cut the filly further. After a few minutes, the bushes were de-tangled enough for Chrysalis to lift the filly out and set her on the grass.

Thunder boomed. Instinctively, the filly bolted for Chrysalis, hiding under her hind legs. It was the first time Chrysalis could ever remember a pony seeking safety with her. She smiled to herself. This was a good start. But she thought of something to further the child's trust.

"See? I told you I'd help you get out of those nasty thorns. Now," she added slyly. "That bush was mean, hurting you like that. I think we should teach that bush a lesson, don't you?"

The filly peered wide-eyed at Chrysalis, who smiled and charged her horn. The bush burst into green flames. The filly yelped and jumped back from Chrysalis as the heat washed over her. She gaped at the spot where the hawthorn bush had stood. Now, there stood naught but cinders.

She looked impressed.

Chrysalis smiled at her again. "There we are! We showed that bush a thing or two, now didn't we? Come over here!"

The filly came, albeit with some trepidation. Chrysalis took a moment to look the filly over. She was dirty, covered in cuts and bruises, with a couple of twigs tangled in her mane. She seemed unconcerned about any of that though, instead looking at Chrysalis with wide-eyed admiration. Chrysalis noticed the filly did not have a cutie-mark.

"Let's come a bit closer, sweetie. That's it. Now," she said, looking into the filly's eyes. "Do you know how you ended up in that nasty bush?"

The filly shook her head.

"Do you know where you come from?"

She shook her head again.

"What is your name?"

The filly's eyes filled with tears. "I don't know!" she sniveled.

"There, none of that!" said Chrysalis. She hated criers. "Well, you might remember it eventually. If not, we can just come up with a name for you! Does that sound alright?"

The filly sniffed. "Thank you, Miss…" She looked thoughtfully at Chrysalis. "Dragon lady?" she asked.

Chrysalis smirked.

"I am a Changeling, sweetie. I am Queen Chrysalis, ruler of all the Changelings!" she announced her name with a dramatic flourish.

The filly looked impressed. "Thank you, Queen Chrysalis!"

"That's "Your Majesty"," replied Chrysalis sternly. An idea had formed in her head, one that would secure the alicorn's loyalty forever. But she would need to build the child up to it first.

And get her Hive on board. This new plan would require their cooperation.

"I'm sorry, Your Majesty," the filly said, her ears drooping slightly.

Chrysalis lifted the filly's chin up. "It is quite alright, my dear. You only need to be sure you show me the proper respect. I'm a very special mare!"

But before the filly could respond, there was a crack of thunder. The filly jumped. Chrysalis also jumped and looked up, rain falling onto her face. The thunder continued as lightning flashed and the wind picked up sharply. The storm had arrived.

Chrysalis cast a shield over herself and the filly.

"Goodness, the weather certainly got nasty, didn't it? Why don't you come along with me? I live with my colony in a very big castle. You will be welcome there amongst us. We shall feed you and give you a place to sleep. Does that sound alright to you?"

The filly nodded.

"Okay, then," said Chrysalis. "We are going to fly there." She pointed at the filly's own wings. "I don't think your wings are quite up to a lengthy trip yet, so I will let you ride on my back."

The filly glanced at her own wings, as if now noticing she had them. Chrysalis picked up the filly and set her by the saddlebag. She cast a securing charm on the child. "That's so you won't fall off," she explained. "I'm going to fly very high, but since you have wings, I think you'll enjoy being up there."

The filly did not answer, but looked at Chrysalis appreciatively. The promise of food and shelter was more than enough to secure her cooperation. Chrysalis expected a smooth flight-once she rose above the storm clouds.

She looked around the area one last time. Seeing nothing else of value, she launched herself into the sky with her prizes.

They arrived at the Changeling Fortress several hours later. This was a foreboding place, its muted gray-green coloration inspiring dread in all who beheld it; its organic, twisted and alien architecture reflecting the twisted psyche of this Pandemonium's mistress.

Chrysalis thought it was gorgeous.

She landed on a balcony. At once, she was surrounded by guards, with Pharynx in the lead.

"My Queen," he said. "We were getting worried! I had prepared a search party, and—"

"That obviously won't be necessary," Chrysalis cut in. "I want you to gather the Hive together in the throne room. I have an announcement to make!"

She looked at the filly, who had fallen asleep during the journey. "Wake up, little one," Chrysalis said softly, poking the filly's forehead with her hoof.

"Isn't that a pony?" asked Pharynx, puzzled. The other guards craned their necks for a better look. "Is she to be food? Does she have information? Or—" He stopped, his purple eyes widening in surprise.

The filly had opened her eyes, bathing the area immediately around her in a cyan luminescence. She caught sight of Pharynx, who found himself staring into glowing draconic eyes like his Queen's.

Chrysalis smirked at her subject's astonishment, before turning her attention back to the filly. She looked frightened.

"It's quite alright," Chrysalis said soothingly. "These are some of my subjects. They will not harm you." She gave the guards a quick glance. Pharynx was glaring suspiciously at the filly, but snapped to attention when he noticed Chrysalis frowning at him.

"Naw, wouldn't dream of it," said Pharynx quickly. The other guards quickly gave their assent.

The filly calmed down. Chrysalis set her on the floor. Some of the guards inched closer for a better look.

And hissed.

The little filly shrank back against Chrysalis' right foreleg.

"No need to be so alarmed, sweetie," Chrysalis said. She sounded amused. "That's just how they say hello! Why don't you be a sport and hiss right back?"

The guards smirked at each other. The filly looked up at Chrysalis nervously.

"It's all right. Just relax and give it a try."

The little filly seemed to steel herself. She inhaled deeply, and hissed.

It was enough. The guards stepped back, astonished. Chrysalis stopped smiling; her eyes widened. Did she see what she thought she had seen?

"That was a good attempt," Chrysalis said, gazing at the filly intently.

"Erm, yes, very good," Pharynx said nervously.

"Let's do it one more time. Just spread your lips a little wider." Chrysalis bent closer. "Make sure we can _see your teeth_."

The filly cocked her head, but obeyed. She hissed again, and this time it was more convincing. It helped that they could see the little pony's _sharp fangs_ clearly. They were like the teeth of a wildcat, the four incisors much longer and sharper.

The guards looked at each other, dumbfounded. Even Chrysalis was taken aback. What sort of creature had she brought to her colony? Chrysalis could understand creating a new alicorn. They had powerful magic. And Nightmare Moon had been nearly unstoppable. But why provide her with fangs? To look scary? To match up with the old stories?

The filly sensed something was wrong. She looked anxiously at Chrysalis, who regarded her with a brief calculating look before smiling.

"That was a wonderful hiss, sweetie," she said smoothly.

"Um, yes. Very good," said Pharynx. "That was a good try for a uni—"

He stopped again. Pharynx's insectoid eyes widened, looking from the horn on the filly's forehead to the wings on her back.

"For an alicorn," he finished.

An idea suddenly popped into Chrysalis's head.

"Pharynx! I want you to send a message to your dear brother Thorax—I think he's still in the kitchens? I'd like to sample that pie now." She grinned wickedly. "Make sure he brings a portion for our guest as well! I'm sure she's famished!"

At the mention of food, the little filly perked up. Pharynx, who well understood what kind of pie Thorax had made, arched a brow but said nothing. The Queen was always right.

"It shall be done, my Queen." He turned and walked into the fortress.

Chrysalis turned to the other guards. "The rest of you! Carry out my first order and gather the Hive in the throne room! I want every-ling to meet our guest. Wait!" She removed the saddlebag and handed it to the guard nearest her. "Take that to my chamber. I shall peruse it at my leisure. Then go and help the others alert our Hive. Dismissed!" All of the guards bowed, and left the foyer. Chrysalis smiled down at the filly.

"Well, come on then," she said warmly. "Let me take you into my home."

The filly did not need to be told twice.

The corridors were dark and narrow, winding around the fortress like a labyrinth. Any trespasser foalish enough to break into the fortress would lose themselves in the catacombs. But Chrysalis knew the fortress like a spider knows its web, and could see in the darkness even without the luminescent stones set into the walls. All of her changelings could see in the dark.

And so too could this filly. She walked the whole way down with Chrysalis and did not stumble once, even when the two moved through unlit passages darker than night. Chrysalis noticed the filly's shoulders tended to rise and fall as she walked, something like a cat.

At last they came to the Atrium. This was a wide chamber with a high ceiling, lit by luminescent crystals around the room. The walls were covered with tunnels of various shapes and sizes, like capillaries from a stone heart. Changelings were spilling out of these tunnels like blood out of arteries. The chamber was nearly full already, the crowd gathering around a circular dais, on which sat a black chair.

The throne of Queen Chrysalis!

Pharynx, who had returned from the kitchens, stepped forward.

"Presenting our majestic monarch, Chrysalis! Queen of Changelings!"

The chamber buzzed appreciatively. Members of the crowd stepped back so their Queen could make her way through with her little guest. The filly hung close to Chrysalis, anxious. Chrysalis kept her head held high, her expression demure and her presence regal. She took note of her subjects' reactions. Most of them were staring at the filly with great interest, but very few were surprised to see her.

Chrysalis was fascinated. How quickly her Hive exchanged information with itself! Her little Lings were such efficient gossips.

Chrysalis and the filly arrived at the dais. Chrysalis turned to her and pointed to a spot on the bottom step.

"Stay there." The filly obeyed.

Chrysalis made her way to the top of the dais. She sat on her throne.

"Greetings, my faithful subjects!" she said, her low voice filling the chamber. "Your Queen has returned to you!"

The Changelings buzzed happily. That had been a very obvious thing to say, but her subjects always responded positively to statements like it.

"Your Queen has been abroad," she continued. "And whilst I was abroad, I found a very special little guest…"

All eyes turned to the filly. She shrank back, her eyes darting around as if to find a place to hide. The Hive whispered among themselves, many staring hungrily at the child. Chrysalis went on.

"I decided to invite her along as my guest here, where she will be safe and unharmed.

No Changeling missed the emphasis. Any attempt to drain their new guest without their Queen's approval would be met with harsh penalties. And Chrysalis could be very creative when it came to harsh penalties…

Chrysalis looked down at the filly.

"Well, don't be shy sweetie," she cooed. "Stand up and say hello!"

The filly looked at Chrysalis, and then turned to the hundreds of curious eyes studying her in the darkness. She stared back at them for a long moment.

Suddenly, the filly did something that took every-ling by surprise. She bared her tiny fangs—and hissed at the entire Hive!

The Changelings were momentarily taken aback. Then, the entire hive snarled and hissed in response. The filly stiffened, but did not shrink back or try to hide. Instead, she just turned and looked up at Chrysalis, as if for assurance. Chrysalis grinned back at her. What nerve! This child was made of sterner stuff than she had thought!

"That was very good, sweetie. We are most pleased! But now," she added, with a gleam in her eye. "I think you must be famished! I have asked for some pot pies to be brought out for supper. Interested?"

The filly perked up at once. Well, now was the time for a little experiment! The child had sharp teeth. It was entirely possible that they were only cosmetic, and that the pies would only make her ill like any other pony.

If so, her response would be very entertaining!

Chrysalis stood up.

"Bring in the pies!" she demanded.

Thorax came into the chamber pushing an old cart with mismatched wheels, a silver covered-dish sitting atop it. Chrysalis could smell the sweet aromas of the pies even through the lid. So did the filly, whose little nose sniffed the air fervently. The other changelings watched the cart hungrily. Every-ling would have loved a slice of pony pot pie.

Though Thorax looked ill.

He stopped at the foot of the dais. Thorax glanced at the filly curiously, but did not let his gaze linger on her for too long.

"My most royal Majesty, I submit these pies for your consideration," he said, quietly.

"We accept them," said Chrysalis. "Place the table on this dais"

Thorax muttered his thanks and lifted a tray table from under the cart with his magic. Keeping his head down, and avoiding the Queen's eye, he set the table close to the throne. Next, he took a large plate, silverware, and some napkins out and set them on the table.

"Good," said Chrysalis. "Now, let us see these pies!"

Thorax lifted off the lid. Chrysalis saw two steaming pies, a larger pie for herself and a smaller one for the filly. The crusts were golden brown, with green gravy seeping out from the centers.

It looked delicious. Perhaps Thorax was a decent cook?

Chrysalis picked up the larger pie and set it on the tray table, before picking up the smaller pie and setting it before the filly.

"There you are, sweetie!" said Chrysalis, a wicked gleam in her eye. "Eat up!"

The filly looked delighted. Chrysalis settled back into her throne to enjoy the show. Watching a pony eat pony meat should make for an amusing spectacle. Equestrian ponies could not stomach red meat, and hated the taste of it. She imagined the filly would spit the food out in disgust. The Hive would have a good laugh, and then Chrysalis would order some proper produce brought in for the filly.

She could even blame Thorax for it! Stupid fool, giving the filly Changeling food. It was not as though anyone would call her out on it…

The filly took a bite.

Chrysalis waited. But the filly did not spit the pie back out. She did not vomit or turn green. Instead, her eyes brightened. She made an "mmm" sound and swallowed down the food. Then she took another bite. And another.

The chamber had gone very quiet, aside from the sounds the filly made as she ate. The Hive members looked at each other. Thorax stared agape. And Chrysalis gazed down upon the filly, her mind buzzing.

At length the filly finished her pie. She looked up at Chrysalis expectantly, who smiled at her.

"Care for some more, sweetie?"

The filly nodded, hesitantly. She seemed to be aware of the strange looks every-ling was giving her. Some were even whispering to each other.

Chrysalis pulled up a slice of pie from her own dish, and set it on the filly's dish with her magic. "There you are, sweetie. There's plenty." The child looked at her second helping, then at the larger pie, and suddenly looked guilty.

Chrysalis smiled. "It's fine."

Some of the changelings had to stifle a gasp. They had never seen the Queen share before!

But that seemed to placate the filly, who tore into the second helping with gusto.

Chrysalis watched her for a moment or two longer, before she turned her attention to her own pie. She could see there was indeed pony meat it. The meat had been undercooked, as Chrysalis preferred, and the dark-green gravy was thick and creamy. She could see carrots, celery, turnips, mild red peppers, peas, and onions inside the pie as well.

She tasted it. The crust was hot and crispy. The gravy was rich and mildly tart, complementing the natural sweetness of the pony meat and vegetables; the peppers balanced out the sweet taste with some spice; and Chrysalis could detect a pinch of salt. It was delicious!

"It is…satisfactory," said Chrysalis evenly, looking down on Thorax from her throne. "I have no criticism. At this time." Thorax's ears dipped slightly. "You shall stand by for further instructions." Thorax bowed, and hung by the steps, looking straight at the floor. Chrysalis resumed eating, making sure not to look as though she were enjoying the pie.

A flash of light caught her attention. The filly, having observed Chrysalis use a fork, was now making an attempt to lift her own fork with magic. Her horn sputtered and flashed indigo, before puttering out completely.

Chrysalis nodded internally. Good to know her throne still worked.

"Having trouble with your magic, sweetie? No need to fret! It's my throne; it has the ability to suppress magic. That way, none of our enemies can hurt us! But for you, I shall make an exception."

Chrysalis lit her horn. "You will need to light your horn up as well for this to work."

The filly's horn sputtered indigo again. Chrysalis released a spell upon her throne. The throne was briefly surrounded by green energy, which quickly turned indigo. The filly's horn glowed steadily.

Chrysalis could hear more whispers. Some of the Changelings sounded offended. Pharynx looked furious.

Chrysalis ignored them. "There you are. Now you're keyed in to my throne, so you may use your magic in its vicinity. Why don't you try to lift the fork again?"

The filly lit her horn. Indigo magic surrounded the fork.

Which then shot out at a tremendous speed. Some of the Changelings gasped aloud as the projectile flew in their direction. Chrysalis' own horn glowed green and she grabbed the fork out of the air.

"Oh, I'm sorry," wailed the filly. "I didn't mean for that to happen! I didn't!"

Chrysalis smirked at her. "That's quite alright dear. Common mistake, could happen to any-pony! Especially," she added, "One with as great a magical gift as you!"

Chrysalis held the fork aloft in front of the filly.

"Take it. You don't need to use all your magic to bear on it! Just focus on what you want to do with it. Your magic should do the rest."

The filly's horn glowed again as she took the fork. This time, she succeeded in just keeping the fork aloft. This accomplished, the filly turned her attention back to the pie and tried again. She succeeded in spearing a piece of meat, but missed several times getting the food to her mouth. She succeeded finally, and licked the gravy stains off her face. Her successive attempts were more successful.

Chrysalis watched her with fascination. This child clearly had great magical ability, but it was raw and unfocused, like un-tempered iron. She would need to be carefully instructed in order to bring out her true potential. But once that potential was forged into true fighting steel, the Changelings would have a truly mighty ally on their side!

Chrysalis wondered why the meat was not affecting the filly. Even buried under the gravy and vegetables, the meat should have made her quite ill by now. And yet she was sifting through the vegetables with her fork and spearing any chunks of meat she could find. There was no doubt she enjoyed the flavor.

The filly eventually slowed before at last placing her fork down on the plate.

"Did you get enough?" Chrysalis asked her pleasantly.

"Um, yes. Thank you, it was delicious," the filly said. "Um, miss Chrysalis?"

"Queen Chrysalis," Chrysalis replied, her smile faltering a little. Chrysalis hated it when she was not addressed by her title.

"I'm sorry, Queen Chrysalis," said the filly quickly. "But I was just wondering. What's a Changeling?"

The Hive snickered. Chrysalis let them go on for a few moments before answering the question. She was amused.

"Why, a Changeling is what we are! We are a very special sort of magical creature! We have the ability to change into anything we like! Allow me to demonstrate."

Green flames ran down her body before dissipating, and where had stood the Changeling Queen now stood an exact copy of the filly. The Hive applauded.

"Well?" asked the doppelganger. "What do you think?"

"That is amazing!" said the filly, awed. The Hive snickered. Some of them even transformed into their own copies of the filly.

"I'm glad you think so, little one," said Chrysalis, changing back to normal. "It is our most famous ability! In fact, we're renowned for it!"

"Wow!" exclaimed the filly. "Can I try?"

The Atrium rang with peals of laughter. Even Chrysalis could not suppress a chuckle. "I guess you can try."

The filly's nose crunched up in concentration.

"But I should warn you. Transforming is innate for our kind, but for you it will be very difficult in…what?" Chrysalis trailed off, transfixed. The filly's hair had changed to a bluish mist. Her eyes glowed with a bright white light. Chrysalis could feel a great surge of power. The other Changelings had stopped snickering.

The filly's horn glowed indigo, and for a moment she was covered in indigo flames. When the flames dissipated, where had stood the alicorn filly now stood a copy of the Changeling Queen.

Or to be more precise, a filly Chrysalis; and one with cyan eyes instead of green. Her wings and limbs also lacked holes.

The filly looked up at Chrysalis.

"O! I do not think that came out right!" she exclaimed. Her voice was still her own.

"That is…good enough to begin with," said Chrysalis, dazed. The Atrium had gone silent.

How very interesting that the child took the form of a filly Chrysalis. Perhaps she could only turn into other children. She would need to work on that. And work on that she would indeed! That pulse during the transformation, the power she displayed…she had amazing potential! She would be a potent addition to the Hive!

But would the Hive itself go for it? They had never adopted a new member before. And what Chrysalis planned to do with this child was certainly more ambitious than simply adding her to their nursery!

If the Hive were smart, they would.

Chrysalis laughed.

"Well, doesn't that just beat all?" she chortled. "Not only can she eat our food, but she can change like us as well! Isn't that interesting?" She looked knowingly around the room. "I think she should join our colony. She would fit right in!" She leaned back into her throne. "Don't you think so?"

The Atrium remained silent. And then some-ling shouted:

"Are you kidding?"

Astonished, Chrysalis searched the room. Who dared?

It was Pharynx.

"She isn't one of us!" he snarled. "She's a pony! They are our prey! We can't just add her to our Hive! It would be obscene! Only Changelings can be part of the Hive!"

The Atrium erupted into chaos. Chrysalis could hear arguments breaking out all around her. Many changelings sounded to be of similar mind to Pharynx, and others sounded unsure. Only a few seemed to consider the idea.

Chrysalis was furious. Idiots! Did they not understand how valuable an alicorn would be to them? This was not some random nag! They had a demi-Goddess who could one day become powerful enough to control the skies above! She looked down at the filly, who had returned to her normal form. She had shrunk back against the steps, trembling.

"Silence!" Chrysalis bellowed. The Atrium went quiet. Chrysalis looked angry enough to kill. But before Chrysalis could say anything more, the filly cried out:

"I'm sorry, I'm sorry!" she wailed. "I did not mean to upset every-pony! I will go in the morning so you won't be upset anymore!"

Chrysalis seethed. Now the child wanted to leave. All that effort to court her ruined. She would need to do something to persuade the filly to stay and the Hive to accept her.

An idea occurred to Chrysalis. She stood up from her throne.

"Come with me," instructed Chrysalis. She descended the dais, the filly following in her wake. The Hive hurried to move out of her way, some of them bowing up and down repeatedly, lest they receive some of their Queen's wrath. Even Pharynx tried to look as small as possible. Chrysalis had not forgotten him; she would deal with him later.

Chrysalis and the filly walked across the Atrium. They came to a halt in front of a large green crystal. Chrysalis could see herself reflected inside it. This should do, even if the reflections were a little dark.

"Take a look at my reflection in this crystal."

The filly looked at the reflection carefully, and then back at the real Chrysalis.

"That rock makes you look backward!" she exclaimed.

Chrysalis could not suppress a grin. Behind her, several Changelings snickered.

"It does, doesn't it?" Chrysalis chortled. "Now, why don't you turn around and have a look at yourself?"

The filly looked at herself in the crystal. Her eyes became very wide. She then closed and re-opened them, and stared directly into those of her reflection. Then she looked Chrysalis in the eyes.

"I…have eyes. Like you. But blue?" she asked hesitantly.

"What, like mine?" Chrysalis asked innocently. She batted her eyelashes comically. "Aren't they beautiful?"

The filly giggled. "Yes! They are!"

Chrysalis grinned—wide enough for her fangs to show. The filly became alarmed.

"What? Don't you think I have a beautiful smile?" Chrysalis asked pleasantly.

The filly backed away. "Uh, they're nice?"

"I'm glad you think so sweetie. Go back to that crystal. Let me see you give it a nice, wide grin!"

Reluctantly, the filly did as she was told. Arriving at the crystal, she smiled wide enough to show her teeth. She gasped.

"I have sharp teeth!" she exclaimed. She looked up at Chrysalis. "Just like you!"

Chrysalis flashed a winning smile. "Why, you do, don't you? How about that. Do you see anything else interesting?"

The filly looked between the crystal and Chrysalis several times.

"We are both…black?"

"Indeed," said Chrysalis encouragingly. Actually, the filly was a midnight blue, but now was not the time to be pedantic.

"And we both have horns?"

"Of course, dear! We both know magic, after all."

The filly looked at her back. "And we both have wings!"

"Naturally!"

The filly looked between her back and the back of Chrysalis. "But my wings are different. And…you have holes?"

"Nonetheless, we both have wings," Chrysalis said quickly. "We have an awful lot in common, don't we?"

"I look like you!" said the filly, awed.

Chrysalis beamed. "You do."

"But what does it mean?"

"What it means, little one, is that you belong here with us." Chrysalis reached out a hoof and pulled the filly close.

"The ponies would not want you among them. Why, with your dragon eyes and sharp teeth, they would think that you were too scary!"

The filly's ears drooped, but Chrysalis held her chin up.

"But _I_ think you are beautiful! _We_ think you are beautiful." Her eyes darted quickly around the Atrium. No-ling corrected her.

"And you can transform like us! You may not be perfect at it yet, but you will get there. I shall teach you. I can teach you many things. Including," she added, with a gleam in her eye. "How to hunt!"

The filly looked bewildered. "Hunt?" Then her eyes widened. "Your Majesty? Was that—was there—was there meat in that pie?"

Chrysalis nodded. "Yes, sweetie. There was meat in that pie."

Tears formed in the filly's eyes once more. "I didn't mean to! I was just really hungry! And, and…"

Chrysalis wiped away the filly's tears.

"I know, I know. But that meat was clearly good for you! It did not make you sick at all. In fact, I think I see some color in your cheeks. That tells me that you are like us—a predator!"

"The ponies won't want a meat eater among them. They will fear you because you are a predator. But my Changelings and I, we are predators too! We need love to survive. You will need meat to survive. We are all in the same club here!" She leaned in a little closer. "We understand you. You belong amongst us, not among ponies. And do not let any neigh-sayers tell you otherwise!" She shot Pharynx a dirty look. He looked away and stared at the floor.

She went on. "Think of us as your family. All of my subjects will be like your brothers and sisters. And I," she added, "I shall be your mother!"

An audible gasp came from the Hive. Chrysalis ignored it. Her decision had been made.

The filly looked amazed.

"Mother?" she asked. "Do you really want to be my mommy?"

"Of course!" Chrysalis said. "I…would be honored to call you my daughter! I am the Queen of the Changelings; you shall be our Princess!" She glanced at her subjects. "And we shall all be very glad to have you, isn't that right?"

She gave her subjects a look. Every single Changeling in that room knew that she was not to be questioned on this. For many, the events of this night were bewildering. But the Queen clearly had some plan in mind, and every-ling knew better that to question it.

It was Thorax who stepped forward.

"Of course, we are! We welcome you to our hive, your Highness!"

His welcome woke the Hive from its stupor. The Atrium erupted into calls of welcome for the Hive's newest addition. Many of them worked to make it as convincing as possible.

"You see? We all want you here among us!" Chrysalis said proudly.

The filly was in tears again, but this time they were tears of joy.

"Oh, thank you! Thank you, thank you! I—I would love you to be my mommy!" The filly embraced Chrysalis, who embraced her in turn. She did not see the wicked smile play across the Queen's face.

They parted.

"Well, well, that's that! Let us cheer our new princess! Princess—" Chrysalis paused. She looked back at the filly. "You know, I still don't know—what is your name?"

The filly's smile faded. "My name?"

"Yes, do you remember they call you now?"

The filly was mortified. "I don't know! I can't—I can't remember!" She looked like she might cry again.

Chrysalis intercepted. "Now, my daughter, there is no need to be upset. If you do not have a name, we shall give you one instead. I am your mother now, so I shall have the pleasure of naming you!" Chrysalis put a hoof to her chin. "Now what shall I call you?"

"Perhaps we should go with Black Beauty? No, that's stupid. Maybe we should go with Nyx? A brave name. It has an X in it. But no, that's from a little kiddy book…I think ponies name their dogs that sometimes. It shan't do for you!"

Of course, Chrysalis had already decided on a name. There was only one name the ponies would scream when Chrysalis unleashed her greatest weapon upon them.

"How does the name "Nightmare Moon" sound to you?"

The filly cocked her head. "Nightmare…Moon?"

"Why yes! Nightmare Moon was a very brave and powerful warrior, who fought against Celestia long ago." Chrysalis looked hard at the filly, as if she had just seen her for the first time. "You know," she said thoughtfully. "You do resemble her a little."

"I do?" asked the filly, impressed.

"Uh-hum. Only a little, mind," Chrysalis replied, smirking.

A Changeling spoke up. "Hey, you're right! She does look like Nightmare Moon!"

"Dead ringer," said another.

"Uncanny!"

Chrysalis shut her eyes in annoyance. Why did she have such idiots for subjects?

"Did she win?" asked the filly.

"Huh?" replied Chrysalis.

"Nightmare Moon. Did she win? Did she beat"—she fumbled for the name— "Celestia?"

"No, she was defeated. Twice. But," Chrysalis added quickly, "She tried! Celestia had an unbeatable weapon called The Elements of Harmony. She beat Nightmare Moon with them because Celestia was too weak and cowardly to fight fair!"

"That was mean of her!" the filly exclaimed angrily.

"I know, right?" Chrysalis replied sourly, as if it was she who had been banished to the moon. "But even though Celestia had those weapons, Nightmare Moon battled her anyway! Even though the odds were entirely against her, she still fought on!"

"Wow!" squealed the filly. "She sounds really brave!" Her eyes were shining. "I would be happy to have her name!"

Chrysalis smiled. "Then that shall be your name henceforth. Every-ling! Welcome our newest member: Princess Nightmare Moon!"

The whole Atrium erupted into cheers and shouts of praise. Chrysalis noted the calls from the mares sounded more sincere than the calls from the stallions. Even among the hordes of Queen Chrysalis, mares loved little princesses.

The filly, now christened Nightmare Moon, beamed bright as the sun. Chrysalis was pleased. It had been a struggle, but now she had Nightmare Moon firmly on her side. All Chrysalis needed to do now was guide her new charge until she was ready. Then, with Nightmare Moon as her knight, Chrysalis would become Queen of Equestria!

But that was for the future. Chrysalis beckoned for silence.

"The time has come for your Queen (and your Princess) to retire. If any-ling wants pie, there is more in the kitchens—first come, first served. Dismissed!"

The Hive made a bee-line for the kitchen tunnels. Several broodmares stepped forward and bowed.

"Your Majesty, shall we escort her Highness to the nursery? She must be very tired."

"What?" asked Chrysalis blankly. She forgot Nightmare Moon would need to sleep someplace. "Oh, right. No. No, she shall room with me. For tonight."

The broodmares exchanged glances, grinning.

"Naturally, your Majesty. Your little daughter should stay by your side!"

"Naturally," Chrysalis snapped. "Now head to the Nursery and keep our grubs safe!"

The broodmares rose and made for the nursery tunnels. Chrysalis could hear them giggling. She huffed. Her drones were idiots, and her mares were school-fillys. What was a Queen to do with subjects like these?

Chrysalis noticed two specific Changelings heading for the tunnels.

"Pharynx. Thorax."

Both Changelings froze.

"Your Queen and your Princess wish to retire to our chambers. You two shall escort us."

"Yes, my Queen," replied both stallions evenly.

Chrysalis turned to Nightmare Moon.

"Well, Nightmare, you look quite a sight," she said, in a warmer voice. "I shall have to get you cleaned up before bed. How does that sound?"

"Great!" Nightmare Moon squealed happily.

"Good to hear! Follow me."

They left for the tunnels.

The corridor leading to the private chambers of Queen Chrysalis was more opulent relative to the rest of the fortress. Here, the walls were less jagged, the lighting was better, and an honest attempt at something resembling architecture had been made. Her chambers even had a door!

Chrysalis opened it.

"Well, here we are! Go on in, Nightmare. Wait for me on the futon—Mommy will be along in just a moment!"

Nightmare Moon beamed at Chrysalis before stepping inside.

Chrysalis closed the door and locked it before casting an enchantment on it. Pharynx only realized it was a silencing charm just before he felt the blow fall across his face.

Pharynx went down instantly. He grabbed his nose, the pain throbbing and blood pouring from his nostrils. Thorax shrank against the wall, trying to be as small as possible.

"How dare you," snarled Chrysalis. She kicked Pharynx in the gut. "How dare you!"

Pharynx was in agony. He knew she was going to take some time between blows, to make sure her new blows would hurt as much as the old. It would be seen as cowardly to cry out in pain, and would likely enrage the Queen even more. And Chrysalis could be sadistically cruel when she was angry.

Chrysalis lifted Pharynx into the air with her magic, shook him, and slammed him against the wall. He slid down it, the breath knocked out of him, before he felt a tightness around his throat as Chrysalis threw him back against the wall with her own hooves. She was in his face, nose to nose.

"Don't you ever, ever contradict me like that again!" Her voice had dropped down to a low, throaty whisper. "I am the Queen! I. Will. Not. Be. Questioned." She pointed to the door. "That child is too important an asset for us to ignore! She's an alicorn! I should not have to explain to you the potential her powers offer this hive! I will not have some mealworm mess this up! AM I UNDERSTOOD?"

"Yes, my Queen," Pharynx choked. "I'm sorry!"

"Yes. Yes, you are." Chrysalis replied coldly. She released her grip. Pharynx collapsed, coughing hard and gasping for air. Chrysalis waited haughtily for his coughing to subside, looming over Pharynx like an imperious Titan. When the worst of his coughing had subsided, she reached out with her forehooves and held his head between them. She smiled.

"Oh, Pharynx, whatever am I to do with you?"

Her voice was sugary sweet. Pharynx was terrified.

Chrysalis continued. "You are one of my best warriors. You have great promise! It would be a pity to lose you."

She pressed her hooves into Pharynx's head. His head throbbed violently, and he could not suppress a gasp this time. Chrysalis held for a long moment before she relaxed the pressure.

She giggled.

"Why must you make me so angry with you? I wouldn't have to discipline you otherwise."

She released her hold completely. Pharynx fell to the ground, sputtering. He crawled toward Chrysalis, who held out her right forehoof to him. He took it and kissed it repeatedly.

"Forgive me, my Queen! I shall never speak out against you! Ever!"

Chrysalis smirked triumphantly.

"See that your loyalty never wavers. You are forgiven."

She noticed Thorax.

"Thorax! Why don't you step out from that corner? I should like to have a word with you."

Thorax approached tentatively. Chrysalis said nothing to him at first, leering down upon him in as queenly a manner as possible. Finally, she spoke.

"Your pie was excellent."

Thorax was taken aback. A compliment? He had not expected that!

"T-thank you, my Queen!"

"I am also pleased by your efforts to make our new Princess feel at home. Unlike many others who shan't be mentioned, you seem to grasp the reason why we need her in our Hive."

"Yes, my Queen. She will be a great ally to have in battle! When she's older, and—"

Chrysalis leaned closer. "When she's older?" she asked threateningly.

Thorax swallowed. "Yes? No? I mean…she isn't trained and ready to go yet, right?"

Chrysalis stared at him impassively. Then she smirked.

"No, not yet. She has a lot to learn right now. But when she is ready, she shall decimate all who stand in our way! You are a very clever little Changeling by far, aren't you?"

Queen Chrysalis was paying him compliments? There was a shoe to fall somewhere, surely?

"With brains like yours, I don't feel it would be remiss to promote you to captain. One day." She tapped her chin thoughtfully. "Of course, there are a few kinks you should work out first…"

Yup, there it was. Thorax braced himself.

Chrysalis pressed her face so close to Thorax that they were practically nose-to-nose.

"…namely, the fact that you are a disgusting little coward!"

Thorax wilted at once. Chrysalis went on, her voice having lost any trace of kindness.

"You do not fool me for a second! I have seen how timid you are, how reluctant you are to participate in any of our doings! Your heart is not in our glorious cause! And do you know what our cause is? Say it!"

"To feed the colony," said Thorax. He was close to tears and his voice cracked.

"I didn't hear that," hissed Chrysalis.

"To feed the colony!"

"Better! Yes, to make sure no-ling hungers! Every-ling must see our cause to the end, lest we all starve. Or is that what you want? Do you, Thorax, want to see your brothers and sisters die of starvation?"

"No," said Thorax. He was trying hard not to cry.

"I don't believe you."

"No!" cried Thorax.

"That's a bit better." Chrysalis stood to her full height. "I am not going to punish you today, Thorax. You are timid, cowardly and weak, but you followed my orders. And you have brains, no question. But I expect my drones to be assertive, bold, and strong. You will have to work very hard to become the Changeling I expect to see in our Hive. And you will work. Otherwise," she added threateningly, "I shall have to bring out the hedge clippers."

Thorax's eyes widened.

"No, you don't want to make me bring those out, do you? Then get to it!"

Chrysalis went to the door. Upon reaching the threshold, she glanced back at the two drones behind her. "Tomorrow, the two of you shall do drills. An awful lot of drills. Be glad that is all. For now, you may go back to your barracks. You will need plenty of rest for to-morrow."

And without another word, Chrysalis went into her chambers and slammed the door.

The private chambers of Queen Chrysalis were bizarrely furnished, consisting of items plundered over many years. No piece matched any other piece, but all of these items were of very fine quality. The centerpiece was a large futon, which Chrysalis used as her bed. Its cushions had once been red, but many years of use had faded the color to a cream-peach. Next to the futon stood a cylindrical pedestal, upon which sat a great crystal ball. And on top of the futon, gazing at a display of a large stuffed spider, sat Nightmare Moon. She looked up when she heard the door slam. She frowned and tilted her head.

"Are you angry?"

"What?" answered Chrysalis. She caught her reflection in the vanity mirror. Her mane was tussled, she was breathing heavily, and her pupil slits were thin.

"No, no, I was…in a hurry. To come in."

Nightmare Moon looked at Chrysalis. Draconic eye met draconic eye. Chrysalis suddenly felt like she was being X-rayed.

"I was mad at one of my guards," Chrysalis said, surprised by her own honesty.

"I thought so," said Nightmare Moon. "Was it the purple one?"

Chrysalis gaped at her. This child was more intelligent than she had thought! Was she being played? Was the filly about to transform into her true adult form and reveal her master plan?

But the filly only looked at Chrysalis, who dismissed the thought. If this was the real Nightmare Moon, she would have slipped up by now. No-pony was this good of an actress. But she was precocious. Chrysalis would need to be careful how she treated this filly.

"Yes, it was," answered Chrysalis. "I was mad at him because he didn't want you to be our princess. But I want you here with us."

The filly smiled. "That is good. I want to stay here with you. I think you are very nice." She pointed at the stuffed spider. "You have a lot of them. Do you like spiders?"

It was true. The room had reliefs of spiders all over the walls, and nick-knacks of sorts with spider decals. Chrysalis also had several items that were mantis themed, including a clock with the mantis forearms as clock hands.

There was also a pair of red-handled hedge-clippers on the wall.

Chrysalis smiled. "I admire spiders very much. I slew that creature about a year ago and then had it stuffed and mounted."

"Wow! You must be really strong!" said the filly, awed.

"Of course! But now let's get you cleaned up. This way, Nightmare."

Nightmare jumped off the futon, and followed Chrysalis through a door.

The bathroom of Queen Chrysalis was very much like her bedroom, in that its furnishings clearly belonged to different suites. The ceramic tub had been stained a very light blue, the sink was bright pink and sat on a cabinet of cherry. The toilet, which sat inside its own closet, was silver.

The bathtub had a golden tap and a silver one. Chrysalis turned on the golden knob for hot and waited a moment. The fortress had plumbing, but the Changelings would not win any contractor jobs with their skills. It took a few moments for water to make its way through the labyrinth of mis-matched pipes, most of which were stolen.

Water eventually came out of the faucet. The filly's eyes widened as she saw the water pour forth. Chrysalis smirked. Wait until she saw how the toilet worked!

After the tub reached a comfortably warm temperature, Chrysalis stopped the drain. She allowed the tub to fill until the water level was several inches high, then switched the water off.

"Go ahead and get in," said Chrysalis. Nightmare climbed into the tub. While she was doing that, Chrysalis picked up a green ceramic jar. Unlike practically everything else in the bathroom, this item was truly of the Changelings. The jar had been fired by the Queen's own potters, out of Badland clay. Inside the jar was an indigo-colored gel that smelled of lavender. It was a shampoo of Chrysalis' own creation.

Normally, Chrysalis would bathe with a small contingent of changeling hoof maids. If she ordered it, some could come right now and bathe the filly for her; but on this occasion, Chrysalis wanted to clean the filly herself. Nightmare Moon was starting to imprint on her, and so it behooved Chrysalis to bond with her as much as possible during this phase.

Besides, what mother didn't bathe her own foal?

She took a dab of the indigo-colored gel and rubbed it between her own hooves. She then applied it to the little filly, spreading the bodywash all over Nightmare before washing it off by siphoning water with her magic. Chrysalis then washed out Nightmare's hair, removing the twigs and leaves from it. Nightmare flinched as the twigs were removed, but otherwise gave no protest.

When Nightmare Moon was finally cleaned to the satisfaction of Chrysalis, she picked her up from the tub and set her on a rug. She then pulled out a comfortable towel from a cupboard and dried Nightmare with it. The filly now looked cleaner, but she still had a lot of cuts and bruises all over her body.

"It looks like some-ling has some nasty scratches. I have just the thing."

She opened the medicine cabinet over the sink and pulled out a red ceramic jar. She opened it to reveal a crimson paste. "Now this may sting. Be brave." She applied the paste to Nightmare's injuries, who sucked in her breath when the paste met her skin. But she did not cry out, nor did any tears well in her eyes.

After the paste was placed on every scratch, cut and bruise that Chrysalis could find, she used her magic. The crimson paste glowed brilliantly and vanished into the alicorn's coat, taking all of the injuries with it. Nightmare Moon looked like she had never been cut up at all.

"Wow," said Nightmare Moon. "That's amazing!"

"I know a lot of things, my daughter. One day I shall teach you about that potion. But right now, I think it is time we went to sleep. I think we both could use some rest, right?"

The filly yawned. "I guess so."

Chrysalis led her back into the bedroom. She settled down upon the futon and pointed at a spot by her side. "Go ahead, hop on up." The filly obeyed. Chrysalis smiled at her.

"There we are now. Don't you feel better without all those nasty scrapes?"

The filly looked up at the Queen. She was very happy; her eyes were filled with adoration. She snuggled close.

This was a strange experience for Chrysalis. She had cuddled with other creatures before, but she had always done so disguised. She had never derived enjoyment from that, even as she whispered sweet nothings to her targets. The enjoyment came from their looks of fear when she revealed herself, and they fell by her hooves…

But little Nightmare Moon knew Chrysalis's true form and felt quite safe. Chrysalis draped a wing over the child before turning her attention to the books in the saddlebags, which had been left by the futon. Now was the time to see about her other goodies!

She opened the bags, and pulled out three volumes. They were clearly magical texts. Chrysalis gazed at them hungrily. While a capable enchantress, Chrysalis belonged to no school of magical thought. Her spells were either natural for her kind, or her own invention; she knew some spells only because she had read about them. Or forced it out of others.

Chrysalis was a skilled reader. If it was in a subject that interested her, she could memorize volumes of works, and never forget them.

And then she would set them on fire, so no-pony else could use them against her.

Chrysalis held up the first book. It was titled The Magic Shapes: Geometric Magic for Advanced Students, by Pi Thyforrest. This was a geomancy book. She recalled the patterns back in the forest clearing. Clearly, powerful magic could be had with the right shapes. She would find this book useful.

She opened the book. On the inside cover was an ornate sticker: Property of the Canterlot Royal Library.

Oh ho! Some pony was going to be in big trouble! Thinking of Twilight Sparkle explaining to Princess Celestia how she had lost these books filled Chrysalis with joy!

She took up the second book. Terribly Trying Transfiguration, by Star Swirl the Bearded. Transfiguration. Well, that was a subject near and dear! And a Star Swirl too! Now, those were hard to come by! Chrysalis giggled. She hoped Celestia tortured Twilight Sparkle good for this; if any of her drones had lost something this valuable, she would have had him flayed alive!

The last book was not written in the Equestrian language. Chrysalis recognized it as Mareñol, the primary language of Maredrid. La historia de la magia, by Alfonzo Levy. Oh, a history of magic. Chrysalis approved of history, provided it approved of her. She turned to the table of contents; a quick look and she came away disappointed. There was an entire section about Celestia's powers, but no mention of the Queen of Changelings! There was not even a mention of the Changeling species!

But Luna was mentioned. The little brat had an entire chapter about her stupid dream walker ability.

Chrysalis fumed. She felt slighted, and also disappointed. None of these works looked like they were directly linked to the resurrection spell. Now that was magic with real power. Chrysalis wanted magic like that dearly. She could have an entire army of dark alicorns at her disposal! No pony could stop her!

But it looked like she would have to settle for just one. She glanced down at the filly by her side, and was surprised to see that Nightmare Moon was still awake, and regarding the last book with interest. "Why does the book make you angry, Mommy?"

Chrysalis decided to vent a little. "This book doesn't talk about my—our kind."

"How come?" Chrysalis noted she sounded a little affronted. Good.

"Because the writer of this book doesn't think our kind matters! Ponies always think their magic is so much more important than ours!"

"Why do they think that?"

Chrysalis bent her head lower. In a conspiratorial voice, as if she were revealing some great secret, she said:

"Because they control the sun and moon! Their power is greater than that of Changelings, and they control knowledge of that power. Remember this, and remember it well: the stronger always control the weaker! It is the stronger that decide what is useful, what is moral, and what is not!"

"Does that mean the ponies control the Changelings?"

Chrysalis arched a brow. What an interesting extrapolation! That had not been what Chrysalis had meant, but she liked that concept. More and more, the Changeling Queen found she approved of the way this child's mind worked.

"That is a very good question, Nightmare. And you know what? That's almost correct! You see, we Changelings need love to survive! And the ponies have lots of love that they hoard among themselves!"

"That's selfish of them!" growled Nightmare. Chrysalis thought Nightmare Moon's bell-like voice sounded better with a growl.

"And because of that," Chrysalis continued, "Every-ling in this Hive starves. So, we are forced to disguise ourselves as their loved ones just to survive!"

Nightmare's face softened. "Is that why everypo-ling have holes?"

"That is exactly why! And if we were to present ourselves in our natural form, they would surely kill us!"

"Oh, that's terrible," sniffled Nightmare Moon. She buried her face into her "mother's" side. Chrysalis turned and pulled her into her forehooves and embraced her. The filly did not see Chrysalis's eyes dance gleefully.

Nightmare Moon pulled away. She looked livid now.

"Why?" she demanded. "Why would they want to do that to you?

"Because we look different from them. To their eyes we are ugly and disgustful. So, they reject us. Then we have no choice but to disguise ourselves."

"That's terrible! I think you look really pretty!"

"You think?" asked Chrysalis incredulously. She was immensely vain, but it was odd to hear such compliments coming from a pony.

"Yeah! I think you're wonderful! I'm really happy to call you my mommy!"

She gave Chrysalis a tight hug. Chrysalis was pleased. Nightmare Moon had now fully accepted Chrysalis as her mother! This would make influencing her very easy from now on.

But any further considerations were diverted when Chrysalis realized she was having trouble breathing.

"Ach! Can't breathe. Can't breathe!" Chrysalis sputtered.

The filly relaxed her grip. "O! I'm sorry Mommy! I didn't mean to hurt you!"

"It's fine," gasped Chrysalis. She was astonished. Such strength! It took a lot to make Chrysalis hurt!

Nightmare's eyes welled up with tears. "I didn't mean it! I'm sorry!"

Chrysalis pulled Nightmare Moon into another hug.

"It's fine. Just make sure you mind your own strength from now on. You are much stronger than you realize."

"I am sorry I made you hurt, Mommy," Nightmare Moon said again.

"There is no need to apologize, sweetie! You have great power. But I can teach you how to use it. I can teach you to learn how much strength to apply, and when it is an appropriate time to use it."

"Thanks!" said Nightmare Moon brightly. "Do you think you could show me what the letters mean too?"

Teach her to read? Chrysalis considered. She did not let any of her own subjects read. It gave them ideas. But then, why not teach her? Princess Celestia had her own personal student. Why should Queen Chrysalis not have a student of her own?

Besides, she had named Nightmare Moon the Princess of the Changelings! It simply would not do for the Queen's daughter to be ignorant. She would teach her what being a ruler was all about! None of that ridiculous rubbish about peace and harmony; she would teach her how to wage war and destroy her enemies! She would show her what life was truly about!

She would also teach her about magic, about mathematics, and how to read. In multiple languages, that would be the thing. It could prove useful.

She glanced at her clock, and saw that it was close to dawn. Her eyes felt a little sore. Sleep was in order. She turned back to her young charge, and kissed the child's forehead.

"I will be more than happy to teach you what the letters mean! But some-ling has had a very big day, haven't they? Let's get some rest, and I will start teaching you how to read this afternoon! And some other things too."

The filly, whose own eyes were droopy, nodded. She curled up and rested her head on Chrysalis's forehoof. She fell asleep almost instantly.

Chrysalis rested her head on the arm of the futon, while draping a wing over Nightmare again. Yes, she would have a lot to teach this filly. But she would do it, and her daughter would become infinitely more powerful than Twilight Sparkle! More powerful than Celestia!

She would teach the filly the most important lesson of all: how to think like her mother!

There was a peal of thunder from outside. The filly snapped awake, looking around anxiously, but Chrysalis leaned over and nuzzled her.

"It's okay," she said. "Mommy's here."


	2. Chapter 2

Chapter Two.

Princess Celestia landed on the main balcony of the Crystal Palace, the seat of power for the Crystal Empire. She heard her Sister touch down behind her. They were met by three semi-translucent Crystal ponies, a courtier and two guards.

The courtier bowed low. "Your Highnesses. We are pleased to see you in our Empire once again."

"We came after we received your letter," Princess Luna said, in a stentorian voice. Luna was a blue alicorn, with an ethereal mane like the night sky. She wore barding, which consisted of blue-silver shoes and a midnight peytral, along with a tiara that was also midnight colored. Her cutie mark was a black splotch with a white crescent moon over it.

Princess Celestia smiled. "And we received your update on the way. Where is he now?"

"He is in the dining hall right now, with the other Princesses, the Prince Consort, Sunburst the wizard, as well as Princess Twilight's personal student. And of course, Sir Spike the Brave and Glorious." The courtier smiled wryly. "But perhaps we should add "Befriender of Changelings" to the title!"

"Indeed," said Luna, smirking. "We can discuss adding that to his official title later. In the meantime, you will take us to them!"

The courtier beckoned to the guards, who turned and opened the doors. He led the two Princesses down the pastel purple-and-pink crystal corridors. The palace reminded Celestia of a polished geode. Its ceilings were high and vaulted, with blue crystal skylights that allowed more illumination in. There were many vaulted windows, each divided from each other by blue-green crystal half-pillars. The floors were of blue polished stone, with intricate design work that focused around hearts.

At last they arrived at a pair of blue ornate doors. The courtier turned to the Sisters.

"If the Princesses may remain here, I shall go in to announce you."

Princess Celestia nodded. "Of course."

The courtier bowed again before opening the doors and disappearing inside. His voice was heavily muffled behind the thick doors.

"The Princesses of Canterlot have arrived!"

There was some further murmuring, but Celestia heard a familiar mare's voice say, "Show them in!"

The courtier returned. "I may now present you!"

The Sisters smiled at one another. The extreme formality amused them greatly. "Present us, then!" said Luna.

The courtier turned and walked back to the room, the Sisters following closely behind him. Upon entering the room, the courtier announced:

"Presenting the Princesses of Canterlot, Princess Celestia and Princess Luna!"

Celestia glanced around. The dining room of the Crystal Palace, like its halls, was illuminated with many alternating windows and blue skylights. The centerpiece of the room was a great round table made of solid oak, laid out for late-afternoon tea. The chairs surrounding the table were also of oak, with red-velvet cushions for support.

Several creatures occupied those chairs, most of them ponies. There was the ruler of the Crystal Empire: Princess Cadence, a pink alicorn with a goldenrod, violet, and pink mane; Princess Twilight Sparkle, who had elevated into an alicorn in the time since her abduction; and Prince Consort Shining Armor, a white unicorn with a blue-and-white mane—Cadence's husband, and Twilight's brother. Shining held a pink-white alicorn foal—Princess Flurry Heart, his daughter by Cadence.

In addition to the royals, there also sat a pink unicorn with a purple-and-pink mane. This was Twilight's personal student, Starlight Glimmer. Next to her sat a yellow-orange unicorn with a flame-colored mane and beard. He was wearing blue wizarding robes and thick glasses. His name was Sunburst, an advisor for the Crystal Court. From what Celestia could ascertain, he and Starlight were childhood friends.

But it was the other two creatures at the table that caught Celestia's attention. One was Spike, a purple dragon youth with green slit-eyes. Next to him sat the guest of honor: a blue-eyed Changeling drone.

His name was Thorax.

Princess Cadence stood up. "Aunties! I'm so happy to see you!" She rushed to Princess Celestia and the two mares nuzzled.

"It is wonderful to see you too, Cadence," Celestia replied warmly. She turned to Shining Armor. "And its great to see you, Prince Shining." Out of the corner of her eye, she saw Thorax shift anxiously.

"You too, Princess Celestia," said Shining Armor. In his forehooves, Flurry Heart burbled.

Celestia smiled at Flurry Heart. "And how is my favorite great-niece today?"

"Yes, who's happy to see Great aunty Luna?" cooed Luna, warmly. Flurry Heart babbled and giggled.

"Princess Celestia," said Twilight. Her pupils were shrunken and her teeth were clenched. "How great to see you! Boy, do we have a funny story to tell you!" She laughed nervously while her left ear twitched. Starlight Glimmer rolled her eyes and shook her head, bemused. Celestia decided to intervene before Twilight had another of her infamous panic attacks.

"Spike, are you going to introduce us to your new friend?"

Spike straightened up quickly. "O, right." He cleared his throat, and in a very formal voice said, "Princess Celestia, Princess Luna: this is Thorax, my new friend!"

Thorax sunk down, his ears wilting. "Um, hello. Your Highnesses," he said quietly. His voice was pleading, as though he thought he needed permission to speak.

"Hello, Thorax," said Celestia warmly. "It is nice to meet you!"

"Indeed!" affirmed Luna boisterously.

Thorax's ears perked up.

"O! Well, thanks! It…It's good to meet you too!"

Celestia's smile broadened. She was reminded of some of her younger students when they presented themselves to her for the first time.

The Sisters seated themselves next to Thorax, Celestia sitting the closest to the drone. Thorax looked at her anxiously.

"You—you're not upset by my presence? Like, at all?"

"Of course not!" said Luna sweetly.

"Not at all," said Celestia. Then she added, "This isn't the first time we have hosted Changelings."

She regretted saying it at once. Every-pony in the room gasped in astonishment.

Except Thorax, who became very quiet.

"What?" exclaimed Twilight. "You mean, you've had Changelings in your court _before_?"

"Yes," replied Celestia. Her voice was wistful. "Only a few, though."

"How come we've never heard of this before?" asked Shining Armor.

Celestia's gaze darkened. "They did not stick around very long."

"Really?" asked Twilight, confused. "Did they go somewhere else?"

"No," Thorax said, in a clear voice that took every-pony by surprise. "The Queen had all of the defectors killed."

There was a collective gasp.

"She had them _killed_?" repeated Twilight, mortified. "That…that's horrible!"

"That's in keeping with Queen Chrysalis," said Celestia gravely. "She does not like defectors."

"The Queen does not like it when she is disobeyed," Thorax said, monotonously. He was staring into space. "She deals harshly with any-pony who does not obey her. Once, she nearly beat a drone to death for going against her orders."

"She did _what_?" Princess Cadence gasped. "What could he possibly have done to justify such a cruel punishment?"

"He tried learning to read," said Thorax. "The Queen does not like it when her subjects read. It is not allowed." His voice sounded dull and empty.

Twilight was shocked. "She doesn't let you _read_!" she exclaimed. "And she beat one of her own subjects just for trying to learn?"

"Just for that," repeated Thorax. "The Queen will be very angry when she discovers I have abandoned her. If I return, she will have me killed. I just hope she doesn't take it out on my brother."

"Brother?" asked Starlight Glimmer, confused. "I'm sorry, but I thought all the Changelings were siblings? And Queen Chrysalis was…well, she is the _Queen_…and you're all _bug-ponies_…so I thought…"

Her voice trailed off as she caught sight of Thorax's face. For a moment, Celestia thought Starlight had said something very offensive. And then Thorax laughed. It was not a cheerful kind of laugh; it sounded bitter and hollow.

"You think we're like actual insects?" he chuckled. "No, we have family units, but we keep our eggs in the same nursery. It's supposed to be a kind of communal thing, but every-Ling knows their birth parents and siblings."

"So, Changelings do get married?" asked Princess Cadence curiously.

Thorax shrugged. "We pair up. There is no ceremony. But we have to receive permission from The Queen to do so. Sometimes she will match us up herself to enhance a particular trait. And she is always present for every hatching. But she doesn't have any children of her own." And then he added, "Well, except for Princess Nightmare Moon, but she's adopted, so I don't know if that counts."

The room became very quiet. Celestia and Luna straightened in their chairs. Thorax realized he had said something wrong. He shrank into his seat.

"Well, that's fascinating to learn," said Twilight. Then what Thorax had said landed and her eyes widened. "Wait, what?"

Spike chuckled nervously. "That's a pretty good joke, Thorax!"

Starlight grimaced. "Uh, Spike? I don't think Thorax was joking."

"No," said Princess Celestia. She looked at Thorax intently. "He isn't."

Princess Luna frowned. "You are confused, friend Thorax. _I_ was Nightmare Moon. A thousand years ago, I became envious of my Sister, and transformed into Nightmare Moon because of that envy." She nodded at Twilight. "But Princess Twilight and her friends used the Elements of Harmony to restore my right mind. That involved stripping away the faux-personality that was Nightmare Moon. She does not exist anymore, except as a costume for Nightmare Night."

"Yeah, I know all about that stuff," replied Thorax. "But there is also the filly Nightmare Moon that The Queen found in the Everfree Forest."

Celestia gasped.

Luna furrowed her brow at Celestia. "Sister! Do you know what he's talking about?"

"I just might," said Celestia, dazed. Memories of a dark spell cast on a stormy night came back to her: Twilight Sparkle's head shoved in a sack; Cultists wearing black robes; and a black unicorn in silver barding. "It can't be! I stopped it!"

"Stopped what?" demanded Luna.

"Yeah, what?" asked Twilight anxiously.

Celestia ignored them. "Thorax, do you remember when this was?"

Thorax thought for a moment. "It was about eighteen moons ago, I think. I know that because the Queen had me—" He froze, his eyes staring straight ahead. His expression changed to one of absolute horror. Celestia glanced worriedly at Luna, who looked completely baffled.

"Thorax?" Spike asked, cautiously. "Are you alright?"

Thorax came back to himself. "It was eighteen moons ago."

Celestia pressed him. "And this was in the Everfree Forest?"

"Yes."

"And you were with Queen Chrysalis when she found this…filly?"

"No, but my brother and I were with her when a blast of magical energy caught her attention. We went to the epicenter of the burst and found a kind of magical circle"—Twilight gasped— "And then The Queen sent us away. She returned to The Hive several hours later with Princess Nightmare in tow."

"_Princess_ Nightmare?" repeated Luna, stunned.

Celestia arched a brow. "Queen Chrysalis sent you and your brother away?"

Thorax wilted. "Yes."

Celestia could guess why Chrysalis did that. But she did not wish to discuss it now, not with other ponies present. If Chrysalis did what Celestia believed she had done, bringing it out publicly could very well cause Thorax's new friends to turn on him.

Celestia never forgot a pony. She knew one of her soldiers had not returned home that night…

She turned her attention to a very dazed Princess Twilight. "I think you remember the night in question, Twilight?"

"The Cult," whispered Twilight. "I forgot about them."

"How do you forget getting foal-napped by an evil cult?" demanded Spike.

"Foal-napped? Wh-What do you mean?" asked Shining Armor, aghast.

"Evil Cult?" asked Luna, bewildered. "What Cult? Sister, what is going on?"

"Wait, you mean you don't know?" asked Twilight, looking between the Sisters in confusion. "Princess Celestia didn't tell you?"

"Tell me _what_?" shouted Luna.

Princess Cadence rapped several times on the table.

"I think an explanation is in order," she said calmly. She looked at Celestia. "Auntie, will you tell us what happened that night? Then Thorax can finish his story."

"Yes, please?" Shining said, gaping at Twilight in shock.

"Very well," said Princess Celestia. "As I recall, that specific evening fell on the Spring Solstice, which as every-pony knows is a date of great magical significance. I received an urgent message from Spike, informing me that Twilight Sparkle had been abducted by ponies wearing black robes." Every-pony but Celestia, Twilight, and Spike gasped aloud.

"…And that he thought they had fled into the Everfree Forest," continued Celestia. "My response was to gather a contingent of soldiers and pursue them. While flying over the forest we were attracted by a magical burst, which I little doubt was the same burst that attracted Queen Chrysalis to the area. When we arrived, we discovered dozens of ponies in black robes gathered in a circle. They were performing some sort of ritualistic spell with a wooden basin on a metal pedestal. The apparent leader of this Cult was a black unicorn stallion who wore armor fashioned after that of Nightmare Moon."

Luna gasped.

"And Twilight?" asked Shining, anxiously.

Celestia grimaced. "Twilight was on the ground, with a deep cut on her leg and her head stuffed into a sack."

"What?" shouted every-pony, Shining's voice the loudest.

"But, why?" asked Starlight incredulously.

"They used her blood in the spell," said Celestia.

"And you never mentioned this to any-pony, Twilight?" cried Shining, horrified.

"Yeah, I've never heard you talk about this before," said Starlight.

Twilight's ears wilted. "I…kind of forgot about it."

"You forgot?" It was Thorax who spoke this time, awed. "Bad ponies kidnapped you for a necromantic ritual and you forgot all about it?"

"Well, I was anxious about it for a couple of weeks," admitted Twilight sheepishly. "But then Pinkie Pie duplicated herself with the Mirror Pond, and we had to sort out which Pinkie was the real one. Then Chrysalis kidnapped some foals from Ponyville, and my friends had to go out and rescue them from her. Then we reformed Discord, I became a Princess, Discord's chaos vines attacked, Lord Tirek blew up my library, and then we got the Cutie Map—"

"Which pointed you to my village," said Starlight. She placed her foreleg on the table and leaned against her hoof. "Was all that stuff I did just another day for you?"

Twilight grinned nervously. "Yeah, kind of. I guess after all that, getting foal-napped by Cultists sounds kind of tame." She turned to Shining Armor. "And I'm sorry I didn't tell you about it, I didn't want you to worry! And," she added, "I kinda thought Princess Celestia told you about it already."

"She didn't say anything to me!" exclaimed Shining Armor, looking between Twilight and Princess Celestia, dumbfounded. Flurry Heart looked up at him, sensing something was wrong. She gurgled and nuzzled into her father's chest sympathetically.

"She did not deem to inform _any-pony_," grumbled Luna, glaring at Celestia ruefully.

"So, obviously you were able to save Twilight from this Cult," Cadence said. "I take it you were the reason the spell appeared to have failed?"

"Yes," replied Celestia quickly. She avoided eye contact with Luna as she continued her story. "I struck the spell at its epicenter and destroyed what appeared to be a black mass of magic. The Cult immediately dispersed. I attended to Twilight while my soldiers went after the Cultists." She inhaled deeply. "We were only able to secure half of them."

"Only half?" asked Shining Armor, startled. "Did you catch the rest of them?"

Celestia stared at the table. "No. Even after all this time, we have not been able to locate the rest of the Cult."

Twilight's pupils shrank. Starlight and Sunburst gasped. Luna looked angry. Even Cadence was startled.

"You mean they're still out there?" Cadence asked, aghast. "Even after all this time?"

"Yes."

"Including the black unicorn?"

"Yes. I don't believe that was his true color; he was certainly dyed. Black isn't a common color among ponies."

Luna harrumphed. "A pity, Sister. Perhaps you may have fared better if you had _asked some-pony for help_."

Celestia kept her gaze fixed on the table. "Yes, that may be," she said quietly.

Princess Cadence cut in again.

"But you never found anything to make you think the spell had actually done something?"

"None at all" said Celestia. "Not until Thorax mentioned that Queen Chrysalis found a filly that looked like Nightmare Moon."

"**But that simply cannot be**!" shouted Luna. Every-pony jumped as she went into the Royal Canterlot voice. "**I was Nightmare Moon! Me! There can simply be no way she exists as her own pony**!"

Thorax, who had shrunk back further when Luna started shouting, meekly suggested, "Perhaps I should just show you?" His body erupted into blue flames. When they dissipated, Thorax was gone, and in his place sat a midnight-blue alicorn filly with a purple mane and teal draconic eyes.

"She looks like this," said Thorax, in a voice like a glass harp.

The room became very still. Every-pony stared transfixed at the exotic-looking filly before them. Then, almost in unison, nearly every-pony broke into wide grins and said,

"Daaaaaaaw!"

"That's Nightmare Moon?" Starlight giggled. "She looks like a big kitten!"

"Look at her mane!" laughed Cadence. "I wouldn't have thought it would be so purple!"

"She's…she's an actual alicorn filly!" said Sunburst. "Fascinating! That means there are two alicorn fillies in Equestria! Six alicorns all together!"

Luna stared at the filly-Thorax with her mouth agape. "They really did it," she said finally. "They took that part of me and made…made that. Made her. I can't believe…I can't…" She looked around the table. "This can't happen!"

"But it has happened," said Celestia, stunned. Her worst fears had been realized: Nightmare Moon was back as her own pony. As young as she appeared, there was no mistaking her. She was a beautiful child, with strong, sharp features and high cheekbones that hinted of a greater beauty once she matured. Yet there was still something about her appearance that was more than unsettling, even after factoring in her teal slit-eyes. Her muscles were more toned than a child of her apparent age should be. Her wings, while not yet fully developed, were scalloped and vaguely resembled those of a bat. And around her neck hung an ornate silver peytral, with a round, black gem stuck in the center. Celestia took it to be onyx at first, but then Thorax-as-Nightmare-Moon shifted in the light and she saw that it was polished wood. Black wood? Odd.

But what disturbed Celestia the most was the child's mane-style: it was brushed straight, with a long bang that hung over her left eye.

"How could this have happened," asked Princess Twilight. "I don't understand how a spell to resurrect Nightmare Moon could result in a filly!"

Sunburst took off his spectacles and polished them with his robe.

"I can't make a committed opinion without studying the spell itself," he said, returning his spectacles to his face. "But from what I can gather, it sounds like the Cult tried to create a new body for Nightmare Moon. Obviously, you can't just make up a body from nothing. So, they must have attempted to create a new body for her by generating a kind of magical embryo and then age her up. That would explain what the black mass was. My guess is that they gave enough magic to advance her to a young filly, but Princess Celestia interrupted them before they could finish the spell properly."

"But how?" sputtered Luna. "They would have needed some kind of base to start from. How could they hope to resurrect Nightmare Moon without any involvement from me?"

"With Nightmare Moon's scraps," said Celestia.

"From _whose_ scraps?" Luna demanded.

Celestia heaved yet another sigh.

"After Twilight and her friends defeated Nightmare Moon, scraps of her remaining magic were left behind. I was curious about them, so I left them with Spell Nexus for further study."

"I remember," said Twilight thoughtfully. "There were bits of armor lying around after we freed Princess Luna."

"You gave the scraps to this Spell Nexus?" Starlight asked. "Who's that?"

Twilight and Sunburst gasped.

"You've never heard of Spell Nexus?" Twilight cried incredulously. "He runs Princess Celestia's school!"

"Spell Nexus is a genius," said Sunburst reverently. "I have everything he's ever written! His contribution to magical ritual theory is astronomical!"

"Ok, ok, sorry I don't know whose who in the magical research field," replied Starlight, rolling her eyes. "But if the scraps were given to Spell Nexus for study, how did this crazy Nightmare Moon cult get a hold of them?"

"They stole them from Nexus," replied Celestia. Her voice held a tremor. "After they broke in and beat him."

"They beat him?" demanded Luna furiously. "You mean to say that a crazed Cult ran wild about Equestria, beating ponies in their homes…kidnapping mares…performing evil necromantic rituals…_and you never bothered to me about any of it_?"

Celestia stared at the grains on the table. "Yes."

Princess Luna fumed. Every-pony looked anxiously at each other. This conversation had turned ugly very quickly. Sunburst, in a rare bout of social sensitivity, decided to cut in.

"Alright, they used those scraps as a base, and combined it with Princess Twilight's blood," Sunburst mused. "With other ingredients, no doubt. And then they were successful in re-making Nightmare Moon, at least as a filly. Whoever designed that spell must have been a genius!"

"An insane genius," grumbled Starlight. "That's just what we need."

"We'll deal with that later," said Cadence. "What I want to know is how this filly Nightmare Moon could have formed with no-pony the wiser. Thorax, where exactly did Queen Chrysalis find her?"

Thorax, who had resumed his normal appearance, shifted nervously. Celestia did not blame him. The poor Changeling had not expected an interrogation.

"I don't know. The Queen returned to the Hive several hours later with The Princess already in tow. But I did see a lot of hawthorn twigs tangled in her mane. And since no-pony saw her form up, I guess she materialized in a hawthorn bush?"

Every-pony flinched.

"Ow, "said Starlight. "Just ow."

"I bet that hacked her off," said Spike. "All that effort to bring her back, and she ends up as a filly in a thorn bush."

"I'm sure it did," agreed Luna. Something like savage satisfaction glinted in her eyes.

"She did look pretty upset when The Queen presented her to us," said Thorax thoughtfully. "She cried several times throughout the assembly."

Celestia looked up, startled. "Do you know why?"

Thorax shrugged. "Some of the other Changelings didn't like it when The Queen decided to make her our Princess, and they made that clear. That upset her. And then she got upset again when The Queen asked for her name and she couldn't remember it."

Celestia blinked. "She didn't remember her name?"

"No. The Queen made a show of coming up with a name for her, and then she named her Nightmare Moon."

"Seriously?" said Spike. "Queen Chrysalis could have given her a new name, and all she did was name her Nightmare Moon anyway? Lame."

"And how did she react to this name?" Luna asked. She sounded as though she were trying to keep her voice even.

"She didn't know who it was."

The knot that had been growing in Celestia's belly loosened. "That name meant nothing to her?

Thorax shook his head. "It didn't look like it."

"But she did not _object_ to receiving that name?" asked Luna sharply.

"No, your Highness. The Queen only told her that Nightmare Moon was a great warrior who fought against Princess Celestia."

Every-pony in the chamber chuckled darkly and shook their heads. Even Luna seemed amused. "That…is one way of putting it."

"I guess its sort of true," said Starlight, tilting her head. "If you squint really hard and ignore all the facts!"

Celestia asked, "Did she have any kind of reaction when my name was mentioned?"

"No, your Highness. She didn't recognize your name at all when The Queen mentioned you. She also didn't know what Changelings were, and she didn't react when The Queen mentioned the Elements of Harmony to her."

"But she knew how to speak."

"Yes, Your Highness. Simply, though. About what you would expect from a young filly."

Celestia leaned forward. "Do you know if she has ever recalled anything since that time?"

"I'm not sure. I don't think so."

Celestia leaned back into her chair, relieved. "Thank you, Thorax. This is the best news I've had since this conversation started."

"It is?" asked Twilight, confused. "How?"

"Memories provide a sense of self," said Celestia. "If she has no memory of ever being Nightmare Moon, then she is functionally a blank slate."

"In that case, she really is only a child," said Luna, guiltily.

"Just a child," smiled Celestia. "New to the world, having no ideas about it, vulnerable to the elements or any-pony who should find her." Her smile vanished. "_And Queen Chrysalis has had her_. _For eighteen moons_."

Every-pony froze as the implications fell on them.

"That poor child," whispered Cadence, horrified.

"I cannot imagine what sort of upbringing Chrysalis is providing," said Luna. "Friend Thorax, how has the filly fared under your Queen's…care?" She spoke the last word distastefully.

Thorax sunk into his chair.

"I can't really say, your Highness. The Queen keeps her mostly in her chambers, and takes her out of the Hive in the late evenings. Sometimes she makes appearances at court, but The Queen doesn't let any of the other Changeling's interact with her much. She won't even let her play with the other nymphs." He added, "The Queen moved me to the night shift, so I don't see either of them very much. Which is how I was able to escape from her."

"Morning shift?" asked Twilight, puzzled. "Why did that keep you from seeing them?"

Thorax looked at her oddly. "Because the morning is when Princess Nightmare goes to sleep."

It took a moment for Twilight to catch on. Her eyes widened. "O. Right, she's a _night_ pony."

"That explains why I have never encountered her in the dream realm," mused Luna.

"Eighteen moons with the Queen," Celestia muttered. A horrible realization had dawned on her. "Thorax, I presume you remember when we had the Changelings imprisoned?"

Thorax swallowed. "Yes, your Highness. I…I was in there."

Celestia flinched internally but continued on. "We…had your people for over a full moon cycle before you all were able to escape our custody." She purposefully did not look at Princess Twilight, who had buried her face in her hooves. "That was staged fifteen moons ago-" Twilight's head shot up, her eyes widening in shock— "But you have just said Chrysalis found this filly _eighteen_ moons ago. Where was she during your people's incarceration?"

"In the fortress, with us," replied Thorax. Every-pony gasped, but Thorax continued on. "The Queen had her in a different room when Princess Twilight and her friends came to save the fillies. The Queen made the Princess take the form of a young Changeling whenever any-pony came to check on us. And when she ordered us into hibernation, she had the Princess transform and sleep with her in The Queen's own cocoon. And after The Queen knocked out Princess Twilight and escaped, she had The Princess ride her while still disguised."

"We had Nightmare Moon in our custody for a _whole moon_ and no-pony was the wiser?" gasped Luna.

"I can't believe it!" cried Twilight. "I had no idea!"

"You guys had the Changelings incarcerated?" asked Starlight, bewildered. "Queen Chrysalis knocked out Twilight? What the hay happened?"

"O, right, you don't know…" said Twilight. "It happened when the Secretariat Comet came around."

Starlight nodded. "I remember that."

"I watched it!" exclaimed Sunburst. "It only happens once every three thousand years! All magical creatures felt their power burst when it came around!"

"That's what Queen Chrysalis was counting on," said Twilight. "A few days prior, she sent some of her minions to Ponyville and abducted three village fillies: The Cutie Mark Crusaders."

"Those three?" exclaimed Starlight. Every-pony in Ponyville knew about the Cutie Mark Crusaders—their escapades were the stuff of village lore. "Why would she want them?"

"It was so my friends and I would have a reason to journey to her fortress. She replaced many of the villagers with her soldiers, and cocooned them up at City Hall. My friends and I freed every-pony, but Queen Chrysalis sent us a message, telling us that she had kidnapped the Cutie Mark Crusaders. She threatened to do terrible things to them if we did not go to her within three days.

"We set off on a three-day journey filled with monsters and all sorts of tribulations before we finally confronted Queen Chrysalis. The meteor made her powerful, but it also boosted my magic as well. We were able to defeat her, and locked Chrysalis and her subjects into the fortress. Princess Celestia had it turned into a prison."

Starlight was incredulous. "And you never saw even a hint that Queen Chrysalis was keeping an alicorn filly hidden in there?"

Twilight shivered. "There was a lot of freaky stuff in that castle! No-pony wanted to go exploring."

"I get that," said Starlight, smiling. "So, you had the Changelings locked up. How did they escape?"

Twilight blushed. Starlight raised an eyebrow. "Okay Twilight, what did you do?"

"Me? Whatever do you mean?" Twilight asked nervously.

"You have that look," said Starlight, smirking. "The one you always get whenever you do something really embarrassing."

Twilight laughed nervously and swallowed. "Well, a few weeks after the Changelings were imprisoned, I elevated and got these." She spread her wings out. "I became a Princess, and took on a lot of new responsibilities. One of them included going to the Changeling prison, to make sure their sentence was being carried out correctly."

"Sentence?" Starlight asked. "How long were you planning on holding them?"

"A thousand years," replied Celestia.

Starlight glimmer chuckled. "Wow, you're sure into those thousand-year sentences, aren't you?"

Celestia smiled sadly. "I don't like to issue them, especially on an entire sapient race. But I have a duty to keep my little ponies safe from threats. And Queen Chrysalis can stand to serve a thousand years in prison—she's been hurting creatures of all kinds for at least that long."

"Yeah, we discussed a few of those," said Twilight wearily. "The sacking of Timbucktu…her siege on Trot…we even learned how she escaped from that volcano Princess Celestia sealed her in after the Trot fiasco." Twilight swallowed hard. "She seemed really talkative. So, I asked her about where she and the other Changelings had come from. She acted like she was interested in talking about it, but then she asked about a book Rainbow Dash brought along."

"Daring Do, I take it?" asked Starlight.

Twilight grimaced. "Yeah. The newest addition."

Starlight grimaced back. "Ok, I think I see where this is going. She asked if she could read it, didn't she?"

Twilight sank back into her chair. "Yes."

"And of course, you couldn't say no to some-pony wanting to read a book."

Twilight closed her eyes tightly. "No, I couldn't. I tried to stick it through the door-flap, but it didn't fit. So…I opened the door."

Sunburst was incredulous. "You opened the door to a prison containing a crazed war-pony just to give her a Daring Do book?"

Twilight slumped down. "It sounds really bad when you say it like that. But when we arrived, she looked malnourished and utterly dejected. I felt sorry for her. I thought she was too weak to be a threat, so I didn't think popping in to leave a book there would be a problem."

"But it was a problem, right?" Starlight asked. She was leaning on her hoof again. "So, was that actually Queen Chrysalis you were talking to, or was it a decoy?"

Twilight's mouth hung open. "Uh, yeah. It was another Changeling posing as her. How did you know?"

Starlight nodded knowingly. "Well, it was kind of obvious. This is the _Changelings_ we're talking about. Tricking ponies is kind of what they do. No offense, Thorax."

"No, its true," said Thorax, bitterly. "That is what we're best known for."

Starlight looked at him pityingly before turning her attention back to Twilight. "Alright, "Chrysalis" was just an imposter. Where was the actual Queen?"

"Right over the door. As soon as I came in, she slammed it behind me."

Starlight's pupils shrank. "She locked you in with herself? Sweet Celestia, what did she do to you?"

Twilight shivered. "She…she grabbed me. Then she offered to tell me her real origins. But then, she laughed and told me she "was born this way."" Twilight exhaled sharply. "Then, she slammed me against the wall."

Starlight's jaw dropped. So did Shining's. Even Cadence looked horrified. "You mean, she assaulted you?" Cadence exclaimed. "I knew you accidently released the Changelings; I didn't know she threw you against the wall!"

"Queen Chrysalis is an extremely dangerous mare," said Celestia wearily. "You are extremely fortunate the guards opened the door when they did—I don't even want to think what she might have done to you if they had waited."

"The door opened," said Starlight thoughtfully. "Which was her real objective the whole time, right? And when it did, they all came spilling out."

"Yeah," said Twilight bitterly. "It was awful! But not as awful as having to explain it to Princess Celestia."

"That's water under the bridge now, Twilight," Celestia said gently. "I'm just glad she didn't seriously hurt you."

Now it was her former protégé who was studying the table. "It was still a huge mistake, and I'm sorry. And," Twilight added bitterly. "Chrysalis didn't even tell me anything about the origins of the Changelings. I would love to know that!"

Starlight brightened. "Well, we can find out right now! We have Thorax here—perhaps we could ask him?"

Every-pony turned to Thorax.

"Well, Thorax?" Twilight asked, her former shame replaced by academic enthusiasm. "We would love to find out more about your people! Do you know where you all came from originally?"

Thorax looked sad. "I'm sorry. I—I don't know where we're from."

Twilight's face fell. "You don't know? But doesn't Chrys—I mean, doesn't your Queen mention it at all? You said she doesn't let you read. Isn't there an oral history? Something like that?"

"We don't really have a history," said Thorax, frowning. "I mean, we _do_, but no-pony really knows what it is. No-pony but The Queen. And she changes the stories so often that no-pony is really sure what happened. All we know is that The Queen is The Queen, and she has always been the Queen."

Shining Armor was astonished. "She hides your history from you?

Thorax nodded. "I think so. She is always cryptic about where we came from. And what she does reveal is never consistent. History is whatever she says it is, and she becomes very angry when any-pony questions her version of events. And it's hard to contradict her, since she claims to be immortal. I don't know if that's really true, but the oldest members of our Hive remember her being the Queen for as long as they can remember." He glanced at Celestia. "She boasts of our, uh, _victory _in Timbucktu, over a thousand years ago. Do you know if that is really true?"

Celestia nodded. "Yes, she really did sack that city. It was the first encounter any-pony had with the Changelings, and the ponies of Timbucktu were not prepared for either their ferocity or their shape-shifting ability. But the leader of the swarm was most definitely Chrysalis. She declared herself a "Queen" after she stole King Orion's crown." She said no more. The full horror the Changeling assault on Timbucktu had shocked Celestia then, and disturbed her even now. There had been very few survivors…

Starlight was dumbfounded. "You mean she just lies about everything?"

"I think so," Thorax replied grimly. "To be honest, we don't know very much about The Queen ourselves. We know she is a great schemer, a furious warrior, and a powerful spellcaster—and is constantly angry. That is about all we really know about her. Sometimes she leaves the Hive for long lengths of time. She goes alone. No-pony can say what she does when she is away."

Celestia nodded thoughtfully. Chrysalis was trying to present herself as a powerful, mythical figure to her subjects. Why she would want that was something Princess Celestia could not understand: she hated being aloof with any-pony.

"Queen Chrysalis lies to and abuses her own people," said Twilight, flabbergasted. Her eyes had become very wide, and her left ear twitched again. "And now she has this Nightmare Moon foal under her control." She shook her head in dismay. "This is terrible! Chrysalis must be doing terrible things to that little filly!"

Celestia arched her brow. She wondered if Twilight had really understood the implications. This new Nightmare Moon filly, while only a foal, was still an alicorn. The usefulness this child offered Chrysalis was not something she would risk with mindless cruelty.

"Do you think so?" asked Starlight, wide-eyed. "I mean, I know some ponies call her "The Scourge of the Sun", but is she really as bad as the histories say? You know," she added with a nervous laugh. "Aside from beating up her own subjects for reading?"

"No," said Celestia quietly. "She is much worse."

"See?" said Twilight. "Who knows what awful things she's doing to that child!"

"Are you sure about that?" asked Shining Armor, with a glance towards Princess Celestia.

"She must be!" Twilight insisted. She pointed at Thorax. "I mean, look at him! He's one of the nicest beings I've ever met, and look how horribly Chrysalis has treated him! How she's treated her own subjects! And then there was what happened to the Cutie Mark Crusaders when Chrysalis foal-napped them—they had nightmares about her for weeks!" Twilight turned to Celestia. "There must be something we can do!"

Princess Celestia shook her head. "I'm sorry, Twilight. There is nothing I can do at the moment. We have very little information about Changeling defenses or this filly. In any case, invading other nations is not something Equestria does. Even if we disapprove of their rulers."

"You would have a hard time regardless," said Thorax softly. "The Queen's throne works as a kind of magical nullifier, so you wouldn't be able to use any magic in our fortress. Only those she keys into the throne can use it." His voice sounded hollow. He stared intently at the table.

Flurry Heart yawned.

"I think its time we put Flurry to bed," said Cadence. She smiled at Thorax. "She's had a big day: she made a new friend today!" Thorax nodded, smiling weakly back but keeping his eyes on the table. "Perhaps Thorax would like to see more of the castle? Then we can show him to our guest suite."

"That sounds like a great idea!" Twilight exclaimed. "There's lots of fascinating history in the Crystal Palace!"

"You know, I don't believe I've seen that much of the Palace myself," said Starlight.

"Me neither," said Sunburst.

"I guess I'll come to," said Spike.

"I'd be delighted to show all of you!" said Cadence. She rose as Shining handed Flurry Heart over to her.

"Just a moment," said Celestia gravely. "This business with Nightmare Moon should stay in this room."

"More secrets, Sister?" growled Luna. "I should think you would be quite through with them."

"Is it a security concern?" asked Shining Armor.

"Yes," said Celestia. "First of all, I fear news of Nightmare Moon's return, even as a young filly, may cause a panic. Ponies tend to be very jumpy about possible danger."

"Yeah, we've noticed," said Spike, smirking at Twilight.

"But there is another reason," said Celestia. "The Cult."

"The one you did not tell me about?" asked Luna, coldly. "Whom you have yet to capture completely?"

"Yes," said Princess Celestia. "They are still out there. Including the leader. I do not wish for those still on the loose to be aware of her existence. They have already shown themselves to be both cunning and powerful. The last thing any-pony needs right now are the Cultists either starting a war with the Changelings, or attempting to make some kind of deal with Queen Chrysalis."

"No-pony at all?" asked Twilight incredulously. "What about my friends?"

"You should tell the other Bearers as well, so that they may be aware of Nightmare Moon's re-emergence. But only them." Princess Celestia leaned back into her chair. "I know this is a hard thing I ask of you. But until we catch the Cultists, I think it safest that the knowledge of the filly be kept secret."

"We understand," said Twilight. "We promise not to tell any-pony."

"Thank you," said Princess Celestia. She smiled. "Have fun exploring the castle."

They stood up and filed out of the room. Only Shining, Princess Celestia, and Princess Luna remained at the table.

Shining leaned back in his chair. He looked ashamed.

"Is…everything alright, Prince Shining Armor?" Celestia asked.

"I called him a thing," Shining replied, shame-facedly. "When he finally revealed himself. I told Spike to "get away from that thing."" He burst out furiously, "I had no idea Queen Chrysalis treated her subjects like that!"

Celestia nodded gravely. "I know. I've always pitied the Changelings."

"You do?" asked Shining, surprised. "All of them? Even Chrysalis?"

Celestia's face hardened. "Not her. Queen Chrysalis is an evil, vicious creature. She has committed unspeakable crimes, all the while claiming that she only wants to feed her subjects. The plight of her people has _neve_r justified the atrocities she commits." She softened. "But I pity her subjects. She is all they have known."

"Thorax sounded as though Chrysalis was going to kill him from afar, just for talking to us!" Shining said, angrily. "All I know is that I wouldn't want any of the Crystal ponies talking about myself or Cadence like that! I think I would die inside!"

"I am glad to hear that," said Celestia warmly. "It speaks well of you."

"All that said, that bit about Nightmare Moon coming back as a filly is really worrisome," mused Shining. "I get she lost her memory, but she's still an alicorn. Remember how powerful Flurry Heart turned out to be? I bet Chrysalis is keeping that child just so she can weaponize her magic!"

"That's my belief as well," said Princess Celestia. "I just hope we can find a way to save that child before Chrysalis uses her to further her own evil." She glanced at the sky. "I think it's time the sun was set."

"Yes, past time," said Luna. Her voice was like ice. Shining Armor looked between them anxiously.

"Right, I should probably go see how that tour is doing." He left hurriedly.

Celestia began to speak. "Sister, I—"

But Luna brushed right past and strode through the doors without even looking at her sister. Celestia bristled. Luna was angrier than she had been in a long time. This was going to need some fixing. Celestia stood up and walked after her.

It was dusk. Princess Celestia and Princess Luna stepped out onto the main balcony of the Crystal Palace. Neither one said a word. They made their way to the edge of the balcony, where the setting sun was visible. Princess Celestia's horn glowed and the sun sank below the horizon. Princess Luna lit her own horn and raised the moon into the sky. The Sister's watched the night sky for some time. Below them, the markets of the Crystal Empire closed down as crystal ponies concluded their business. Finally, Luna broke the silence.

"Sister—when were you going to tell me?"

Celestia kept her gaze locked onto the moon. "I don't think I was," she said. "I…I did not tell you then because I thought it would upset you. And then so many things happened afterword. Discord's reform. Twilight's ascension. The Changeling breakout. Terik's rampage. Sunlight Shimmer and Starlight Glimmer reforming." She glanced at Princess Luna. "The Tantabus Incident."

Luna's ears wilted. "You are never going to let that go, are you Sister?"

"I never said I had not," said Celestia quickly. "I just want you to understand why I never said anything. I never heard another word from the Cult. That spell did not appear to have worked—but we know now that was not the case."

"It is unfathomable!" Luna said furiously. "There is an incarnation of Nightmare Moon running about, and none of us were ever the wiser! For a year and a half!"

Celestia nodded. "Yes, the Changeling Queen has been very careful to conceal her from us. Now we know why the Changelings have been so quiet lately. Have you noticed any interference with the moon?" she added suddenly.

Luna shook her head. "No, have you had any problems?"

"No. Either she isn't able to impact celestial bodies yet, or Chrysalis has been stopping her."

Luna inhaled sharply. "Yet?" she asked anxiously.

"That's right," Celestia replied. "If she doesn't possess that ability now, I think it is likely that she will develop it in the future."

"And then she will try to bring about the night eternal," Luna finished glumly.

"Not necessarily."

Luna was surprised. "You believe she couldn't?"

"O, she could—but why would she? You heard Thorax's report; she did not sound as though she remembered anything about herself. Therefore, _she has no reason to want to_. And I doubt Queen Chrysalis would encourage the "Night Eternal"—she is wicked, but not stupid." Princess Luna mouthed an "o." Princess Celestia added, "Did you notice her cutie mark?"

"Cutie Mark?" asked Luna, confused. "I didn't see a—O!" Her eyes widened. "She didn't have one! In that case, does that mean she is her own pony?"

Celestia nodded. "That is what I believe. Of course, this is speculation; it would be more instructive if we could examine her ourselves." She sighed deeply. "Chrysalis complicates things."

Luna grimaced. "From what I have been told about this Changeling Queen, I doubt she took that child in out of the goodness of her heart."

"Chrysalis doesn't have a heart," said Celestia. "That's what troubles me the most. A young alicorn can be very dangerous, as we have seen with little Flurry Heart, but she can be kept in hoof with proper guidance. Chrysalis is everything but. Even a week would be devastating for the foal's development—I shudder to think what damage a year-and-a-half has wrought!"

"That poor child," said Luna. "Is there really nothing we can do for her?"

Celestia shook her head. "No, not at this time. As I told Twilight, we cannot go and fetch her ourselves-Chrysalis has that nullifier throne, remember. Even our power would falter before it. Add to that, the Changelings are capable warriors who never fight fair. And then there is Chrysalis herself, who is one of the most vicious creatures I have ever faced. She is a skilled hoof-to-hoof combatant, and that's on top of her magical abilities, which are formidable even without draining love."

"I have heard only a little about Queen Chrysalis," repeated Luna sadly. "And what little I have heard is beyond shocking. I am sorry you had to face her alone all these centuries, on account of my selfishness."

Celestia turned and, to Luna's surprise, pulled her into an embrace with her wings.

"No Luna, I'm the one who should be sorry! I'm sorry I didn't make you feel better all those years ago, when you felt as though no-pony cared! I'm sorry that I hid all of these things from you, when you deserved to know the truth!"

"O, Sister," said Luna. They held each other for a long moment, before Luna asked,

"What happens now?"

"There isn't a lot we can do right now," said Celestia sadly. "Not for the Nightmare foal, anyway. It depends on Chrysalis now. All we can do is wait for her to make a mistake of some sort, and perhaps get to the filly in that way." She paused. "However, there are other things we can do. Tomorrow morning, I shall send a letter to Bastion Yorsets."

"Bastion Yorsets?" asked Luna. "The magicologist?"

"The same. While we know now what the spell ultimately accomplished, I would like to find out more about it. We don't know the precise extent of this new alicorn's power, so I want to put a team together to study her. In the meantime, you and I can do what we can about this Nightmare Moon cult."

"You don't have to worry, Sister," Luna said. "Wherever this cult is hiding, we shall seek them out. Together." The Sisters embraced again.

"I need to go," said Celestia, after they had parted. "I need to ask Thorax about several particulars from that night, and I should like to ask him privately."

Luna arched a brow. "About what?"

"That night, I left a guard detail behind whilst I took Twilight back to her library. They left their post due to the storm—but one went missing. From the timeline I can guess what happened to him…but I need to be sure." Her face was grim. "He had a wife and two foals who need answers."

"I see," said Luna, her eyes widening. "Shall I offer assistance?"

"No, I can manage," said Celestia. "I don't want him to feel too intimated to speak openly." She made for the door. "But I will let you know what he says." She went inside the palace.

Princess Luna remained on the balcony to overlook her night. She had much to think about.

Princess Celestia had stayed at the Crystal Palace many times before. She knew exactly which suite she needed to go to. She came in through the single window door, which led out to its own balcony. She could hear voices coming down the hall:

"…so, you may be our guest for this evening, and many more to come!" Princess Cadence was saying. "You may stay here for now."

"Thank you so much, all of you! You have all been so kind to me! I…I just don't know what to say!" That was Thorax.

"You don't have to say a thing, Thorax!" Spike said.

"We'd love to talk with you more tomorrow!" Twilight exclaimed.

"But for now, try to get some rest," said Cadence. "Have a good night!" The other ponies and Spike bid him goodnight as well.

"Goodnight!" exclaimed Thorax.

The door opened. Thorax walked in and closed the door behind him. He looked around the magnificently furnished room in awe.

"Good evening, Thorax."

Thorax jumped. Celestia stood behind him.

"Your Highness! I—I did not see you there!" Thorax sputtered. "Am I in the wrong room?"

"No, Thorax," said Celestia kindly. "I merely wish to speak with you for a moment."

"O," said Thorax. He looked anxious again. Rulers typically did not come into a subject's bedroom to idly chat.

"There's no need to be alarmed," Celestia continued. "But I want to ask you a couple of questions about the night your _former _ruler brought the alicorn filly to your hive."

Thorax was stunned, but kept his composure. "Ok, your Highness. What did you want to know?"

"You mentioned in your story that you had accompanied the Changeling Queen to the forest that night."

"Yes?" Thorax asked, confused.

Celestia sighed. "When I took Princess Twilight home after stopping the ritual, I left behind a small contingent of guards. However, they left the area due to severe weather. Save one."

Thorax's eyes widened. Celestia nodded.

"You _do_ know whom I mean. Go ahead and tell me. It will be alright." And it would be. Celestia guessed what had happened as soon as she had learned that Chrysalis had been in the forest that night.

Thorax was shaking. "The Queen killed him!"

Celestia grimaced. "I thought so. Do you know how?"

"S-She drained him of his love. And then she…she…" Thorax swallowed hard. "Twisted his head around."

Celestia shut her eyes for a long moment. Even after a thousand years of rule, and a thousand years of fighting the Changelings, the violent death of any of her little ponies still hurt her.

But it was not the worst thing Queen Chrysalis had ever done.

"And what became of the body?" Celestia asked gently.

Thorax was tense, but it seemed like a lot of his initial fear had dissipated. Perhaps he realized he was not telling Celestia anything she had not already guessed. But she sensed something was off here…like there was something Thorax was trying to keep to himself.

"The Queen had…she had him baked into a pie."

"I see," Celestia said, grimly. She knew Chrysalis ate her victims after draining them of all of their love. This was standard procedure for Chrysalis, a convenient way to dispose of the bodies. Given the state drained ponies lived in, it might even be considered a mercy. And yet it never ceased to horrify Celestia, even after all of these years.

Thorax was still shaking. Something about Thorax's careful choice of words stood out to Celestia. A horrible suspicion crept into her mind.

"She made you and your brother take the body back to the Hive," Celestia said slowly.

Thorax swallowed hard. "Yes, Your Highness," he squeaked. He was trembling even more. Celestia remembered the way he had gone peculiar earlier in the dining room, staring off into space as though re-living some private horror. Celestia took a guess.

"…She had you prepare the pie, didn't she?"

Thorax stared wide-eyed at Celestia for a long moment. And then he burst into tears.

"Yes! She thought I was spineless, so she made me take the body back to the Hive, and ordered me to butcher the poor pony into a pie! I had to go and chop…and chop…and…" He broke off and started sobbing, hard.

"Spineless?" growled Celestia, suddenly angry. "She actually called you that? To your face?"

"Yes," Thorax sniffed. "Our Queen never liked me very much at all. She did stuff like that all the time to me, and to other drones she felt weren't tough enough." Thorax threw himself on the ground. "I am sorry! I know you will not forgive me, so kill me swiftly!"

Celestia was stunned. "I have no intention of doing any such thing!" she exclaimed. "Please, stand up. I know this is difficult for you, but I am not angry with you. If I sounded upset, it's only because I am angry with your Queen." She reached out and held up Thorax's chin with her wing. He inhaled sharply, but Celestia smiled at him.

"Its alright, Thorax. I don't consider this to be your fault," she said. "So, you were forced to bake the guard into pies?"

Thorax still wept, but continued his story. "Yes, Your Highness. After I finished the pies, I took some out for the Queen. She tried it, she let Princess Nightmare have some, and then she told the rest of the Hive to help themselves. But I did not have any of it, I swear!"

Celestia blinked. "What?"

"I said, some of the other members of my Hive had some of that pie. But I didn't have any of it! I—"

"Not that," interrupted Celestia. "Did you say _Nightmare Moon_ had some of this pie?"

"O. Yeah, she did."

Celestia felt nauseated. "Surely that made her sick?"

"No, it didn't. She actually liked it! The Queen even let her have seconds!"

Celestia gasped. "Was…was she fed any more meat after this?"

"Yeah, she eats it often."

"Often," repeated Celestia, dazed.

"Yes, Your Highness. The Queen even takes the Princess hunting in the evenings."

"Hunting?" cried Celestia. "For meat?"

"Yes," said Thorax, nervously. He probably thought she sounded crazy, asking such an asinine question. What else would a meat-eater hunt for?

Celestia made a succession of sounds that tried to become words but failed to do so. Eventually, she was able to sputter out a complete sentence: "Is—is she successful?"

"Yes," said Thorax, carefully. "From what I have heard, anyway. I was moved to working days, and the Princess doesn't typically get up until late afternoon."

"What does she bring back?" Celestia asked anxiously.

Something like understanding came into the Changeling's eyes.

"She hasn't brought pony back, I know that."

The knot in Celestia's belly loosened. "She hasn't?"

No, Your Highness. She hunts a lot of other animals though. Usually, its whatever they happen across; The Badlands don't have much to offer her. Small mammals, birds, frogs…I think they've caught wild boar on occasion. Sometimes she will just eat the meat raw, out in the wilderness. I can't say what animals those might have been."

"Has—has she hunted any sapient creatures?" asked Celestia.

Thorax's ears wilted. "I know The Queen fed The Princess Love-cats while we occupied their territory. And The Queen slew a cow once and used its hide to make a leather coat for The Princess."

"Leather?" Celestia repeated, shocked. She had never heard of that word before, but it sounded like something out of a horror novel.

Thorax nodded. "Yes, Your Highness. But I haven't heard of The Princess hunting anything sapient herself."

_Yet_. Thorax did not say it, but it hung in the air. Celestia could see what Chrysalis was doing. She was getting her "daughter" acclimated to killing. It may not be ponies she was hunting, but Celestia suspected it would be in the filly's near future.

"And none of this has made her ill?" Celestia asked again.

"No. She looked alright to me, whenever I saw her with The Queen. Which was not often, because she's typically closeted in the Queen's chambers."

"And what does she do in there?" Celestia asked.

"I don't really know. I think The Queen is teaching her magic. And how to read," Thorax added, bitterly.

Celestia was starting to suffer a panic attack, and calmed herself with the breathing exercises she had taught Cadence. This was getting worse and worse. But she decided to ask Thorax the question she had been pondering all evening.

"One last question, Thorax. Please bear with me. Can you tell me how Princess Nightmare is taking to her surroundings? Is she…happy? Happy with Chrysalis?"

Thorax gave Celestia a pitying look. In spite of her growing horror, Celestia found herself taking a strong liking to Thorax. He seemed to intuit exactly what Celestia was thinking but not saying. Due to having to serve under Chrysalis, no doubt; her violent mood swings were legendary.

"I-I think she loves her. She calls The Queen "Mommy," and sounds happy to call her that."

Celestia shut her eyes, and held them shut for a long moment. When she opened them, she said,

"Thank you for telling me these things, Thorax. I have nothing else left to ask you."

Thorax bowed his head. "I understand. I will leave in the morning."

Celestia raised a brow, confused. "Leave? Whatever for?"

"Because of that guard! I mean, I did…I helped…I…"

Celestia laid a wing on his shoulder.

"You mean, what Chrysalis _forced_ you to do. All that is going into the official report is that the guard in question was murdered by Chrysalis. I don't need to tell you that this is not the first time I have had to record that. I have an entire filing cabinet dedicated to her criminal record."

"You mean you aren't mad?" asked Thorax incredulously.

"Not with you," said Celestia darkly. "_Chrysalis_ ordered that butchery, and so I lay the blame on her. You have done no true wrong in my eyes."

Thorax's eyes filled with tears again. Celestia smiled at him.

"I am glad to have you amongst us, Thorax. I really am. I know that you have not led an easy life, and I know that choosing to leave your Hive behind was a difficult choice. But I am happy that you came to us, and I hope that one day, the rest of your people will learn to share love as well."

Thorax sobbed, and Celestia pulled the changeling into an embrace with her wings. He cried for a long while.

Finally, his crying began to subside, and Celestia let go of him.

"I think I should like to talk with you in the morning…about more pleasant topics than what we discussed tonight."

Thorax sniffed but smiled broadly. "I—I think I'd like that!"

Celestia smiled warmly. "Very well, then. I shall see you at breakfast. Have a good night, Thorax. I think you will enjoy your stay among ponies."

"Thank you!"

And on this happier note, Celestia left the room.

Princess Celestia went into the guest suite she shared with Luna, who was there waiting for her.

"They killed him, didn't they?"

Celestia nodded grimly. "Yes. Chrysalis killed him herself." She added, casually: "And then she had Thorax bake his body into a pie for her."

Luna gasped. "What? That's insane! No wonder Thorax fled from her!"

"He's terrified of her," agreed Celestia. She made her away across the room and seated herself at the writing desk. She tried to light a candle several times—her magic was flickering—and shakily picked up a goose feather, the tip of which she formed into a pen. "He speaks as though he expects her to slay him in the night for his perceived betrayal."

"That is awful, Sister!" Luna shouted angrily. "How could she be cruel to one of her own subjects?"

"She realized he was not a soldier."

"That is no reason to disabuse him so!"

"I quite agree," Celestia replied. "Prince Shining was absolutely right: it is a terrible thing for any subject to live in fear of their ruler. I have always dreaded the notion that any of our little ponies might feel the same about us."

"Indeed," said Luna. "I saw how he talked about Chrysalis at dinner. He acted like she was some sort of god who would smite him for daring to talk out of turn. I pity her subjects. And this new alicorn filly."

Celestia felt her stomach drop. She was still recovering from the shock. Nightmare Moon hunted for meat! Celestia could understand the Changelings eating meat, they were predators after all. Its why they had fangs. But Nightmare Moon was a pony! Ponies were not supposed to eat meat! Those few who dared became ill almost instantly. The very _notion_ of carnivory made ponies feel ill. Even eating eggs was considered controversial. It was why the old Nightmare Night fable was spooky. Celestia had never cared for Nightmare Night that much—too many unpleasant memories. And besides, the real Nightmare Moon had never been as unpleasant as the one depicted in the stories. She was baffled how the foal-eater absurdity became a part of the lore.

It had taken the Changeling Queen no time at all to weaponize the filly she had found. The first thing Chrysalis did with the little filly she found tangled up in a thorn bush was to feed her pony meat. Celestia could see at once what Chrysalis was up to: she was getting the filly accustomed to killing, and did so by encouraging her to see other animals as food. Celestia had noted that the animals Thorax had mentioned were growing in complexity. First, small woodland animals, reptiles, and amphibians; then, larger prey, like wild pigs. Celestia knew Chrysalis: she'd be teaching Nightmare Moon to hunt goats and sheep soon, and then move on up animals like cows and deer.

Finally, Nightmare Moon would be taught to go after the most interesting game of all: pony.

The thought of this horrified Celestia so much, that she found it impossible to even articulate it. She was silent for a long moment.

"I know, Luna," said Celestia at last. "I feel sorry for her too." _Please_, she thought desperately. _Ask me if she had the pie_. _I want to tell you, but I can't bear to even suggest it. Its horror beyond horrors. Ask me_!

But Luna mistook her silence.

"This is upsetting you, isn't it, Sister?" said Luna sympathetically. "The thought of all the horrible things Chrysalis is doing to that child upsets me as well."

She walked up to Celestia and embraced her. Celestia embraced her back.

"You know, it's funny," said Luna, when they had parted. "I should be a lot more upset that Nightmare Moon is back. But when Thorax changed into her and I saw her little face, I couldn't help but feel sorry for her. It's like I wanted to reach out and save her, tell her everything was going to be alright, that the mean old Changeling Queen will not hurt her anymore." She giggled. "I think Princess Twilight felt the exact same way!"

_And if you knew what she ate?_ Celestia thought. _Would you be as willing to help her, if you knew? Either of you?_

But Celestia smiled and nodded. "Yes, I know exactly what you mean."

Luna beamed. "I knew you would understand, Sister! Fear not! I thought about what you said earlier, and I believe you are right. Chrysalis is such an impatient creature; I have no doubt she will make a mistake soon. If we are fortunate, perhaps we shall be able to use that error to rescue that child from her vile clutches!"

"We can only hope, Sister."

Luna glanced at the clock. "I think most ponies are asleep now. I shall go about my duties. Will you be going to bed soon?"

"No, I have a few letters I need to write."

"Very well, then. Until the morrow, dear Sister!"

Luna left the room, the door closing behind her. Celestia hung her head, ashamed. Chrysalis was teaching Nightmare Moon to hunt and eat meat. That was such a simple thing to say! But Celestia could not say it. And Luna had named the reason. Celestia had seen that sweet little face, and had felt the same as Luna. The idea of that sweet, little face, with the big eyes like a kitten, butchering up helpless animals and eating their flesh made her stomach curdle.

How? How could Queen Chrysalis take in a child and pose as her mother, all the while manipulating her into becoming a weapon? If Thorax was to be believed, the child had come to love Chrysalis. Celestia knew there was no way Chrysalis saw her as anything more than a useful pawn.

But the child called her "Mommy."

More than anything, she wanted to rescue the filly. She might be Nightmare Moon re-born, and a flesh-eater at that, but she still just a child in a very bad environment.

But Luna had been right about one other thing. There were other ponies who needed to be helped. Celestia could do nothing for little Nightmare Moon right now. So, she would have to focus on the ponies she could help.

Celestia dipped her pen into the inkwell. She had a widow with two foals to write to.


	3. Chapter 3

Chapter Three

"Good morning, Spike."

Spike looked up from the stove. "Good morning, Twilight," he said, flipping a pancake. "You're up later than usual."

"I was up late reading," explained Twilight Sparkle, taking a seat at the table. It was a simple oval table, made from good, sturdy wood. Whenever her friends visited, they would take meals together in the ornate dining hall of the Castle of Friendship. But when it was only herself, Spike, and Starlight, breakfast took place in a cozy kitchenette.

This room was not as ostentatious as the main kitchen. It was smaller, with lavender crystal counters spanning the whole length of one side, and cabinets spanning another. The counter sat beneath tall, narrow windows; these were closed, so as to keep out the cold. There was also a great fireplace, near which the table had been set. Twilight had seated herself closest to the fire, basking in its warmth. Castle Friendship maintained room temperature throughout the year, but nothing was better than a hot fire on a cold morning in January.

Twilight sniffed the air graciously.

"Smells pretty good, Spike. But I don't think that's your usual recipe?"

Spike sighed and held up an empty bag of white flour, a small hole visible in the bottom.

"The mice again. This is the third time this week! I had to use hayseed flour for the pancakes. I hope that's okay with you?"

"It's fine. But I'm going to have to talk to Fluttershy about this. Maybe she can talk them into leaving."

"Yeah, like that ever works," said Spike, rolling his eyes. He stacked five pancakes onto a plate. "Berries and cream?"

"Sure. Add some syrup, please?"

"You got it." Spike opened a cabinet and pulled down a tall glass bottle of maple syrup. He continued ranting as he unstopped the cork. "I mean, it's ridiculous! A magical castle gifted to us by the Tree of Harmony itself, and we have mice?"

Twilight smiled. "Little creatures can get into almost anyplace. We have several repel charms in effect, and I still find the occasional roach."

"Yeah, well, it's really annoying," Spike grumbled. He came over to the table and set the warm, syrup-soaked pancakes before Twilight. Spike prepared a stack for himself, coating it with gems as well as syrup. He joined Twilight at the table.

"You didn't make any pancakes for Starlight," Twilight observed. "Has she left already?"

"Yup. Trixie picked her up early. Said she needed to get to the hamlet of Shake's Spear to set up for her performance today."

"I see," said Twilight evenly. She did not get on very well with Trixie; Twilight considered the show-pony terribly obnoxious. Yet Starlight had bonded with her almost instantly. Twilight had come to accept the friendship between the show-pony and her pupil, but she wished her student would find a friend who was not so egotistical. One whom she could present to Princess Celestia as a sign that Twilight's teachings were taking effect. "Well, it's nice to see Starlight putting herself out there again."

"Yeah," said Spike. "Here's hoping she doesn't freak out again like last time."

Several months before, Starlight's old village invited her to celebrate a festival with them. Starlight had been reluctant to go, but finally went with Trixie coming along to provide moral support. The trip was a disaster. When Starlight arrived, she discovered that the ponies of the village wanted her to help plan some of the festivities. The idea of taking on any sort of leadership position terrified Starlight so much, that she fled the village and came right back to Ponyville. Twilight had done her best to comfort her, but Starlight had not gone on any trips since then.

"It won't be this time," replied Twilight. "I know Starlight can handle it. She has made a lot of progress since her trip to her old village. In fact," she added brightly. "I'm almost ready to graduate her!"

Spike paused, a bit of pancake hanging off his fork. "Really? Do you think _she's_ ready?"

Twilight frowned. "I think so. She may need one last test before she's ready."

"What kind of test?"

"I don't know. I've been trying to think of something."

Spike shrugged and resumed eating. "You'll figure something out, Twilight. It's what you're best at!"

"Thanks, Spike." Twilight tried her pancakes. Her face lit up at once. "You know, these hayseed pancakes aren't bad at all!"

"Cool. I'll see about logging that one later. What do you want to call them?"

But before Twilight could answer, there was a knock upon the great door of the castle.

"Now who could that be?" wondered Twilight.

"I have no idea," Spike replied. "I wasn't expecting any-pony."

"Perhaps it's Starlight. Maybe she forgot something—or had another problem."

Twilight and Spike stood up and made their way out of the kitchen, down the great lavender-crystal corridors, and into the foyer. Spike opened the door.

On the steps stood three of Twilight's closest friends: Applejack, Rarity, and Rainbow Dash. All three looked very disheveled.

"What happened to you all?" asked Twilight, alarmed.

Applejack, an orange Earth pony with a blonde mane and a cutie mark consisting of three red apples, stepped forward. She lowered her Stetson over her eyes.

"Twilight, you gotta help us!" Applejack said, in a deep, rural voice. "Somethin' mighty big just happened, and we gotta talk!"

"Big?" Twilight repeated. "What happened?"

"There's no time to explain!" cried Rainbow Dash, in a loud, raspy voice. Dash, as her friends called her, was a light blue Pegasus with a rainbow-colored mane and a thundercloud cutie mark. "We gotta get inside and strategize, stat!"

"But what's going on?" Twilight asked. She was beginning to feel a little scared.

"We can't tell you out here, darling," said Rarity, in her posh accent. She was a white unicorn with a coiffured violet mane and a cutie mark consisting of three diamond-shaped gems. "It might cause a panic," she whispered conspiratorially.

Twilight looked around. Several ponies were starting to look curiously in their direction. It was also very cold. Twilight wondered why her friends were not wearing any winter clothes.

"All right," said Twilight. "Let's go to the map room."

"Right you are, Sugarcube," said Applejack. "Lead the way!"

Twilight turned and trotted down to the map room, Spike following close behind her. Neither of them noticed the smug grins her friends exchanged with each other, or the green lights that flashed across their eyes.

They followed Twilight down the corridors and into the map room. This room contained a great table, upon which sat a three-dimensional map of Equestria and many surrounding lands. Around this table sat six stone thrones. On the heads of these thrones were engraved the Cutie Marks of Twilight and her friends. Overhead hung the roots of a great oak tree—the roots of the Golden Oak Library, which had been destroyed in a battle against the centaur Lord Tirek, the magic-devourer.

Twilight seated herself on her throne and faced her friends. They remained standing, looking curiously around the room as though they had never seen it before.

"Okay, what's the situation?" asked Twilight. She looked at Applejack expectantly.

"It's the Changelings!" said Applejack. "They've overrun my farm!"

Twilight gasped. "The Changelings? They're back?"

"Yup, that's the truth! I was out in the orchards tendin' my apple trees, because I love apples o so much…"

Spike raised a brow. "Yeah, we know you do."

"Anyhoo," continued Applejack. "I was out tendin' to my orchard, and Rainbow Dash and Rarity was helpin' me out."

"Helping you?" inquired Twilight. "How? It's the middle of winter!"

"And this early in the morning?" asked Spike. "Dash, don't you normally get up way later than this?"

Dash stiffened. "Uh, usually? But Applejack needed me because…because…"

"Because I needed you to move some snow clouds," growled Applejack.

"O, yeah! That's why I was there! I can do that! Because I'm a completely real Pegasus!" said Dash brightly.

Applejack face-hoofed. "They was helpin' me bundle up my apple trees so they'd stay warm," she explained irritably. "Don't want no frost killin' my trees, now do we?"

"No, of course not," replied Twilight. She turned to Rarity. "But why were _you_ there?"

"Me?" asked Rarity, startled. "O, right. I was there to, like, make sure the wrappings were fashionable. It simply would not do for all those trees to wear autumn colors, because…those are so last season?" She smiled winningly. "Darling?"

Spike shrugged. "Yeah, that sounds about right."

Twilight nodded, but she felt uneasy. "Right, so you were all on Applejack's farm. And then Changelings just…appeared?"

Applejack nodded. "Yup, right out o' nowhere! One moment, everything was just peachy; the next, we were surrounded by Changelings! And you won't believe who was leadin' them: Queen Chrysalis!"

Twilight's eyes rounded. "Chrysalis was there?"

"_Queen_ Chrysalis, sure 'nough," said Applejack.

Spike swallowed. "That's awful! Was…was _Nightmare Moon_ with her?"

Applejack stiffened. Rarity and Rainbow Dash suddenly looked anxious.

"I should think not," snapped Applejack. "Why would any-pony bring a _child_ to an invasion?"

"Whoa!" said Spike, holding his hands up defensively. "No need to be so harsh, Applejack! I was just asking."

"Very well," replied Applejack, calming down. "I reckon I'm just feelin' mighty stressed about this whole invasion thing. Seems mighty fishy, you know?"

Twilight nodded and looked down at the table, perplexed. Why had the Changelings started their invasion with Sweet Apple Acres? Twilight could see no strategic advantage in taking over a farm. The back of Twilight's neck prickled. Something felt off. Her friends were acting…odd. Had Queen Chrysalis done something to them? Applejack, Rainbow Dash, and Rarity were talking about invading Changelings. Something about this scenario seemed very familiar…

"I don't understand," said Twilight, frowning. "You said you were surrounded. How did you escape?"

"They didn't," said Applejack. But that was not Applejack's voice. Instead of her folksy accent, Twilight heard a low, smooth voice. A dark voice she knew better than she wished.

Twilight looked up. Applejack was gone, and in her place stood _Queen Chrysalis_.

"You!" exclaimed Twilight. She lit her horn. But Chrysalis spat green ooze onto Twilight's horn before she could activate a single spell. "Rarity" and "Rainbow Dash" dispensed with their disguises, and promptly spat ooze onto Twilight's wings and body, gluing her to the throne.

"Twilight!" shouted Spike. He charged Chrysalis from the side. She caught him full in the face with the back of her hoof, without sparing him a single glance. He flew across the room, hit the wall, and fell to the floor. He did not get back up.

"Spike!" shrieked Twilight. Chrysalis shot more ooze onto Twilight's mouth, sealing it shut. All Twilight could do now was glare as Chrysalis loomed overhead, refusing to let on how frightened she actually was. If Chrysalis wanted to see Twilight tremble, she was going to be disappointed. But she looked amused instead.

She raised her hoof and grinned. "Light's out, little Twilight." Queen Chrysalis slammed her hoof down on Twilight's head, and everything went black.

Twilight did not know how long she had been out, but she sensed a long time had passed. She was floating in a warm, thick liquid. She should have been alarmed by this, but instead she felt strangely tranquil. She felt like going back to sleep. But Twilight knew something was very wrong, and she needed to know what. She opened her eyes.

Green. Twilight was floating in green fluid. It was in her nose, in her mouth, and even in her lungs—yet she was not drowning. She was enveloped in the liquid by a semitransparent green membrane, wrapped so tightly around her that she could not move any of her limbs. Groggily, Twilight reached out with her magic, but felt nothing. She realized it was being suppressed somehow.

Twilight looked around. This was difficult, as the green fluid was warm and viscous. It took effort merely to keep her eyes open. The first thing she understood was that she was upside-down. The second was that she was in a cocoon, and, looking through its semitransparent walls, she saw other cocoons as well.

The third was that her friends were inside them.

Not just her friends. Twilight could see Shining Armor, Princess Cadance, and Flurry Heart cocooned as well. And Princess Luna. _And Princess Celestia_.

They were in deep trouble. And as she sluggishly recalled the events proceeding her imprisonment, she knew exactly whom was responsible for all of this.

Twilight looked down (or from her perspective, up). Below was an atrium, the centerpiece being a wide dais upon which sat a large throne. Like a distant dream, Twilight remembered talking with the changeling Thorax. He had mentioned a throne that had the ability to nullify magic. And if that throne was down there, then that meant that Twilight and her friends were captives in the Changeling Hive itself!

Twilight lowered her head. Even if some-pony knew where to look, there was no way they could infiltrate without magic. Even Discord, who had become their friend, would find his chaos magic blocked. They were truly trapped.

She felt sudden pressure on the cocoon, as though something heavy had landed on it. Twilight looked over and found herself staring into a pair of green serpentine eyes. The owner of those eyes grinned triumphantly, her sharp fangs gleaming in the dim light. Queen Chrysalis spoke, but Twilight could not hear what she was saying, given that her ears were filled with the green viscous liquid. It was just as well—Twilight did not want to hear Chrysalis gloat.

The Changeling Queen opened her mouth. Twilight felt the love for her friends and family drain off as pink energy, and enter the mouth of Queen Chrysalis. She then cut off the energy, closed her mouth, and swallowed. Chrysalis smirked, licking her lips with her long, forked tongue. She said something else. Twilight was able to lip-read "That was delicious," but she could not make out the rest. Then Chrysalis flew to the cocoon containing Princess Celestia, and repeated the process.

Twilight looked away, her head aching. Chrysalis had not absorbed much of Twilight's love, but the little she had taken had felt excruciating to lose. Twilight felt hollow, as though she had lost part of her soul. What love Chrysalis had taken was replaced by despair, as Twilight accepted the reality of her situation. Chrysalis had won. She had taken all of Equestria's alicorns, Twilight's friends, Shining Armor, and even poor Spike. They were all cocooned upside-down in the fortress of the Changeling Hive, their magic nullified. Twilight tried to think how they could escape, but she found thinking difficult. The gel dulled her senses.

For once, some-pony was going to have to rescue them. Perhaps Starlight? Twilight did not see her cocooned with the others. But what could Starlight accomplish? Even if she were able to find them, how could she hope to win? Queen Chrysalis was a powerful, vicious war-pony. She was backed by a Hive full of scary Changelings, who were also tough fighters. And all this was before taking into account their innate ability to transform!

The heavy green fluid became too much. Twilight closed her eyes and did not try to open them again. She embraced the closing darkness willingly…

Twilight woke up. She was aware of a great deal of activity around her.

She looked below her and saw numerous drones frantically flying in and out through yawning tunnels in the walls. She spotted Queen Chrysalis standing on Princess Celestia's cocoon, gesturing wildly and shouting orders. Twilight could not hear what she was saying, but she could feel the air vibrations from Chrysalis' powerful voice.

Twilight did not understand what was happening. Perhaps Chrysalis was getting ready to drain them? Knowing her vanity, she was likely to make a show out of it. She was going to drain _alicorns,_ after all.

The fluid weighed down on Twilight, and she closed her eyes again. She wondered if there were something in the fluid that acted as a kind of tranquilizer, she kept nodding off…

More time passed. Twilight awoke again and saw that the Atrium had cleared. But she could still sense Chrysalis lurking among the cocoons; her dark, powerful presence was inescapable. But Twilight sensed some-pony else enter the Atrium. Queen Chrysalis spoke, her smooth, dark voice filling the chamber. Even with her ears filled with fluid, Twilight could understand her words:

"Well, well. A little pony, all by herself. However shall I stop this daring rescue?"

Twilight's mind was sluggish. A long moment elapsed before she registered what Chrysalis had just said. Rescue? Some-pony had come to rescue them? She looked to the floor below her. The room was filled with drones, some of whom stood circled around a single drone with teal fins. Queen Chrysalis herself was on the ground, prowling among the alcoves. She was hunting.

Twilight shut her eyes again. She did not want to see what Chrysalis would do to whomever had come to the rescue. But she could sense a struggle happening. She hoped whomever had come to save them would not suffer too much at the Queen's hooves.

There was a flash of light. That was probably Chrysalis draining her latest victim…

And then there was a brighter flash of light, followed by a tremendous shockwave. Twilight tried to open her eyes to see what was happening, but the green fluid had sealed her eyes shut.

Even more flashing happened. And then there was a great tremor, and Twilight felt herself falling through space. She had no time to register this change before she hit the ground and her cocoon burst open.

Twilight Sparkle lay on a stone floor. The cold air made her shiver. She was covered in green ooze—the green fluid had congealed upon exposure to air—and felt disoriented. Around her, she could hear her friends moaning as they disentangled themselves from their cocoons. She heard Discord the draconequus call anxiously for Fluttershy, and she heard his joy when Fluttershy answered him. She also heard the buzzing of countless wings.

A pink hoof helped Twilight to her feet.

"Starlight?" asked Twilight blearily. She looked around. The Atrium was gone; now she was standing outside in the middle of a plateau, surrounded by ruins. Her friends and family were covered in slime, but none the worse for wear.

But what grabbed Twilight's attention were the dozens of beautiful insect ponies hovering above them. Their bodies were in every color of the rainbow, with lovely compound eyes like gems, and a collar of crystals around their throats. They were the size of ponies, save for one that stood before her. This creature was taller, with a lemon-colored carapace, tangerine antlers, and a lime midsection. Its wings and tail were a semi-transparent violet.

"What happened?" Twilight asked.

Starlight stiffened awkwardly. "We defeated the Changelings—with no magic at all! …They found a new leader…and they're all kinda good now?" Starlight smiled anxiously. She sounded like even she did not quite believe what she had said.

The tall changeling came up behind Starlight and nodded. Twilight suddenly recognized him: Thorax!

Princess Luna stepped forward. "Well done, Starlight Glimmer!" she said proudly. "It seems as though you learned a great deal since we last spoke—"

She was cut off by the sound of falling rubble. Every-pony turned and saw two very large oblong boulders, close to a sort of cliff, explode. Twilight's heart skipped a beat as the furious form of Queen Chrysalis emerged from the rubble. She most definitely had not reformed. She hissed furiously at them, her horn glowing green.

Twilight spread her wings and powered her own horn. Her friends readied to fight. Spike put up his fists. Shining Armor stood ready to charge. The Sisters, Princess Cadance, and Discord took on defensive positions. Even Flurry Heart angrily readied her tiny horn. Thorax lit his antlers. And the reformed Changelings glowered at their old Queen.

Chrysalis froze upon seeing this great opposition. She un-lit her horn and looked away. She fumbled around the debris for a bit before pulling out her tiara. It was covered in dust and missing a nodule.

Twilight steeled herself. What were they going to do with her? But before Twilight could say anything, Starlight approached Chrysalis.

"When Twilight and her friends defeated me, I chose to run away and seek revenge," she began. "You don't have to! You can be the leader your subjects deserve!" She held out her hoof.

And for a moment, something about Chrysalis seemed to change. The fury passed, and something like vulnerability came into her eyes. She looked away from Starlight, towards Twilight and her friends. Twilight's anger at Chrysalis mixed with hope. Was this it? Was Chrysalis going to become another former villain turned friend?

Chrysalis' gaze fell on something behind Twilight. Her eyes widened and her body tensed before she turned her attention back to Starlight. She extended her hoof toward Starlight's outstretched one, and for a moment, Twilight was sure she would take it. Suddenly, Starlight gasped as Chrysalis pinned her hoof to the ground. She brought her gaunt face close to Starlight's.

"How dare you invade my Hive, corrupt my subjects, and then offer me my own throne!" fumed Chrysalis. "There is no revenge that you could ever conceive of that will come close to what I will exact upon you one day! All of you!" Her eyes danced madly as she turned her hateful face to the other ponies. "I'll cut your throats and drink your blood!"

Twilight gasped. She had never heard any-pony make such a violent threat before.

Chrysalis was not finished. She glowered furiously at Thorax. "And I'll be back for you too, grub! I'll have your head for this!"

Princess Celestia slammed her hoof down. "That's quite enough! Have it your way, then!"

"Let's get her!" roared Shining Armor.

Every-pony charged. But Chrysalis hoisted Starlight up with one hoof and tossed her into them, and they stumbled while Chrysalis cartwheeled off the cliff and took flight. By the time Twilight and her friends untangled themselves, Chrysalis was well out of range, a black dot disappearing into the horizon.

And just like that, it was over. Every-pony breathed a sigh of relief. Twilight was glad they did not have to fight Chrysalis; her time in the cocoon had left Twilight feeling a little languid. But she had enough clarity to wrap a hoof around Starlight's shoulders and smile encouragingly. Starlight was obviously shaken, but brightened after seeing her mentor's face. Twilight was very proud of her student, and Starlight knew it.

Princess Celestia approached Thorax.

"Thorax, as the new leader of the Changelings, I look forward to discussing how we can improve our relationship in the future. However," she added, turning to Twilight, "For the moment, perhaps it is best that we leave…"

Princess Celestia trailed off. Her eyes widened as she stared incredulously at something behind Twilight. Twilight turned around.

Standing before them was a little dark alicorn filly, with a violet mane and large cyan cat-slit eyes. She wore a silver peytral with a piece of chatoyant black wood set as a gem, and her slender body was surprisingly toned for a filly of her apparent age. Her eyes were very wide, the pupils shrunk to thin slits, and she was shaking very hard.

"That's her," whispered Starlight, awed. "_Nightmare Moon_."

Twilight nodded, captivated. Although she had seen Thorax change into this filly four moons prior, it did not compare with the reality.

Every-pony else noticed the filly. There were gasps of surprise, especially from Trixie (what was she doing here?) and Discord. Trixie's eyes shrank to tiny pinpricks. She pointed stupidly at the filly and sputtered a succession of sounds that failed to become words. Discord's jaw literally hit the ground. He popped out his manic yellow eyes, rubbed them several times on his scarf, and then stuck them back into their sockets.

For a moment, it felt as though they were frozen in time. Then, Princess Celestia cautiously approached the filly. Nightmare Moon looked away and stared straight at the ground. She stiffened as Princess Celestia knelt down beside her.

"Hello, little one," she said warmly. "I've wanted to meet you for a long time."

The filly made no reply. She did not seem to hear Princess Celestia at all.

A voice hissed into Twilight's ear: "_Who_ is that?" It was Trixie.

"Her?" replied Twilight nervously. "Well, that…that's kind of a long story."

"O ho, I think I should like to hear this one!" said Discord. He was a dragonequus, a curious creature that had a long body like a snake and limbs from numerous other creatures. His face reminded Twilight of a goat. "Has little Twilight kept a little secret from us little folk?" Discord made himself smaller each time he said "little," until he was the size of a parasprite.

"It was kind of a need-to-know sort of thing," said Starlight. "If you'll step over here, I'll try to explain."

"Yeah, please?" squeaked Trixie, eyeing Nightmare Moon nervously. The three stepped aside, and Twilight turned her attention back to Princess Celestia and the filly.

"I know this is all very sudden," Princess Celestia was saying. "A lot of big changes are going to happen. But I don't want you to worry! I promise everything is going to be alright."

Princess Celestia draped a wing over the filly. She stiffened as the wing touched her. Twilight felt a pang of pity wring her heart. Poor filly, not able to respond properly to Princess Celestia! Chrysalis must have _traumatized_ her!

Applejack—the real one-came up behind Twilight. "That's her, huh?" she asked. "She's sure littler than I was expectin'."

"Little?" exclaimed Dash. "Look at those muscles! Twilight, you didn't tell me she was so _jacked_!"

"But she's so _young_!" exclaimed Rarity. "She looks younger than Sweetie Belle!"

Twilight took stock of the filly. Nightmare Moon was indeed very young; she looked hardly older than five, perhaps six. But, as Dash had pointed out, she also displayed a surprising amount of muscle tone for a filly her age. Just how hard was life in the Hive?

"She looks so scared!" said Fluttershy, a skittish pale-yellow Pegasus with a light rose-colored mane. Her cutie mark consisted of several butterflies, with wings the same color as her mane. "Poor thing! Is she going to be okay?"

"I don't know, Fluttershy," replied Twilight. "She looks really shaken."

"Well, who can blame her?" interjected Rarity. "I can't imagine how _awful_ her imprisonment by Chrysalis was. The poor little dear!"

"Well, she's free now," said Princess Cadance, Flurry Heart in hoof. "But what are we going to do with her?"

Princess Celestia looked up. "I'm not certain. Perhaps we should ask the Changelings what they think?"

The Changelings became very anxious all of a sudden. None of them spoke. Gradually, every-ling began to look to Thorax, as though expecting him to tell them what to do. Understanding this, Thorax—_King_ Thorax! —stepped forward.

"Perhaps Princess Nightmare should go with you?" he suggested. Despite his change in stature, he sounded the same. He was nervous, unused to giving instructions rather than receiving them. "I mean, she is an _alicorn_. It makes sense she should be with her own tribe, right?"

"Yes," replied Princess Celestia. "Yes, I think that would be the best course of action." Neither she nor any-pony else noticed the brief scowl that flew across Nightmare Moon's face. "But we need to discuss where she will be going."

Twilight tilted her head, confused. "We do? Don't _you_ want to take her in?"

"I'm not so sure that would be a good idea, Twilight," Princess Celestia said carefully. "I have a very busy schedule. I don't believe I will be able to provide her with the kind of close attention she will no doubt require."

"Well, what about you, Princess Luna?" Twilight asked, turning to the blue alicorn behind her. "She did technically come from you. Perhaps you could take her in?"

She stopped. Princess Luna had frozen; she stared dazedly at the little filly. Twilight wondered if she had even heard her.

"Okay, maybe not," said Twilight, exchanging a worried glance with Princess Celestia.

"I was afraid of this," sighed Princess Celestia. "We can't take her in, Twilight. Our history with the original Nightmare Moon will cast a pallor over us should we try to raise her. That would prove disastrous for her as well as ourselves."

"Yeah, I guess that makes sense," said Starlight, re-joining them. She had finished talking with Discord and Trixie, who were now listening to the conversation the princesses were having. Discord seemed particularly interested. "How about Princess Cadance? She already has an alicorn foal, and she foal-sat before that! She'd know how to take care of Nightmare, right?"

Princess Cadance considered this, bobbing Flurry Heart up and down in her hooves. "I guess. But Flurry Heart takes up a lot of our time, and that's on top of running the Crystal Empire. I don't think we could dedicate a lot of time to her." She turned to her husband. "What do you think, Shiny?"

Shining Armor studied the filly. "I don't think that's a good idea," he said at last. "In fact, I think it would be best if we placed her under observation."

"Observation?" Princess Cadance repeated, frowning. "Shining, she's a _foal_."

"A foal _Nightmare Moon_," Shining argued. "Who has spent the last twenty-two moons with _Queen Chrysalis_." His gaze became hard. "We need to be sure she isn't dangerous before we decide what to do with her!"

"Shining Armor, I can't believe you!" scolded Princess Cadance. "We just freed that filly from Chrysalis, and now you want to put her inside another prison? What is wrong with you?"

Shining faltered. "I didn't mean it like that! But you remember what Flurry Heart was like before we got her magic under control! I can only imagine what kind of harm Nightmare Moon can do after spending nearly _two years_ with Chrysalis!"

Princess Celestia spoke up.

"I understand your concerns, Prince Shining. However, I do think your family would be the best place to send her. She is an alicorn, so she is a princess according to Equestrian tradition. As such, I quite agree with Thorax—this filly would be best fostered among ponies of her own tribe." She nodded at Princess Cadance. "Princess Cadance is an alicorn, and so too is your daughter. Don't you think it would be best if Nightmare Moon were raised around other two alicorns, who could set an example for her to follow?"

Shining Armor was unconvinced.

"I get it, your Highness, I really do! But we don't know a lot about her! She might be dangerous, and I don't want to risk my daughter's safety. Besides," he added. "I'm not sure how the Crystal Ponies would react to that creat—_pony_. After Sombra, I think they'd be suspicious of a dark-colored pony with _weird_ eyes!"

"O, how indeed!" laughed Discord, coming up suddenly behind Shining Armor. "Funny how you know what they'll think!" He pressed his grinning face closer to Shining's. "Is it really the Crystal Ponies you're speaking for? Or some-pony else?"

Shining Armor bit his lower lip, avoiding Discord's eyes. Twilight felt disappointed in her brother. Little Nightmare Moon needed their help, but Shining Armor was treating her with mistrust and resentment? What sort of impression would that make? She glanced around at the Changelings around her. They no longer looked cheerful; a few of them even looked a little offended. Thorax was frowning. And from the tunnels, more drones were coming up, many of them still un-Reformed. Twilight was not a politically savvy pony, but even she realized that this was not a good look.

Twilight turned her attention back to the filly. She was a dead ringer for the original Nightmare Moon, there was no denying that. But she had not done anything wrong as far as Twilight could see. She looked helpless and sad, staring at the ground and shivering in the cold January air. It made Twilight want to give her a hug.

But Thorax was right: this filly should be fostered by an alicorn. Cadance would be a good choice, but Shining's behavior removed her from the list of eligible candidates. And since the Sisters could not take her in either, Twilight's course became very clear.

"I'll take her in."

Every-pony looked at Twilight incredulously. "Are you sure, Twilight?" Princess Celestia asked. "Taking care of a filly is very difficult. And I have a hunch that _this_ filly is more of a hoof-ful than she appears."

"I'm sure," replied Twilight confidently.

Her friends exchanged worried glances. Even Discord arched a brow.

"But is this really a good idea?" asked Starlight. "I mean, you're _you_."

"What's that supposed to mean?" Twilight demanded.

Discord smirked. "She means you'll have another of your famous freak outs!"

"What? No!" sputtered Twilight.

Princess Cadance grimaced. "Well, you have had moments with Flurry. Remember that time you foal-sat her? You were ready to tear your mane out by the time we came to pick her up!"

Twilight's ears flattened, but she took a deep breath and strengthened her resolve. "I know this is a huge responsibility. And I know that I don't _always_ handle stress well…" Discord snorted. "But I know that with the help of my friends, we can overcome any challenge together. That is," she added. "If you'll help me?"

Twilight's friends looked at each other briefly. Then they smiled.

"Well, shucks, Sugarcube," said Applejack. "When ya' put it like that, I reckon we can help ya' out with her!"

"You can count on me!" said Dash. "This will be so cool! She has wings, so we can totally race! I bet she's fast!"

"O, that poor dear looks so scared!" said Fluttershy. "I'll do whatever I can to help!"

"She looks dreadfully grungy!" said Rarity. "We must have her cleaned up at once!"

"And I have to throw her a super-duper triple birthday party to make up for all the birthdays I missed!" squeaked Pinkie Pie, a hyper pink Earth pony with a fluffy, cerise-colored mane and a cutie mark of three balloons.

"Thank you," said Twilight. "All of you!"

"This is a huge responsibility, Twilight," said Princess Cadance. "Believe me, I know! But you have my support. If you have any questions or need any help, we're only a dragon-letter away."

Shining Armor stepped forward. "I can't say I approve of Nightmare Moon staying with you," he said sheepishly. "But if you're really serious about this, then I've got your back. If any-pony can handle her, it's you, Twily."

Twilight turned to Princess Luna. "What about you?"

Princess Luna blinked. "Sorry, what?"

"Do you have any problem with this filly coming to live with me?"

Princess Luna seemed to come back to herself. Her voice regained its regal composure. "No, Twilight Sparkle. No problem. But my Sister and I shall check in as much as we can."

Princess Celestia stood. "That settles it, then. We shall send Princess Nightmare Moon to stay with Princess Twilight in Ponyville."

"Ponyville," mused Thorax. "With all those forests surrounding it? Yes, I think she would like that. There's more to offer her in Ponyville than in the Badlands."

"Thank you," said Twilight. "I shall do my best to take care of her properly." She turned to the little filly. "Did you hear that?" Twilight asked, in the warmest voice she could muster. "You're coming to live with me!"

The filly made no response. She stared at the ground and said nothing.

"So, she's coming to stay with us," said Starlight uneasily. "That's…certainly going to be a change of pace!"

"Well, the more the merrier!" said Spike, with a smile that did not quite reach his eyes.

"O ho! Isn't this going to be fun!" exclaimed Discord. "Imagine! Nightmare Moon, coming to live with Princess Twilight in the Castle of Friendship!"

"No, we're not going to keep calling her "Nightmare Moon,"" said Twilight, frowning. "We should change it."

"You're going to change her name?" asked Thorax uneasily.

"Of course," replied Twilight. ""Nightmare Moon" has too much of a stigma attached to it in Equestria. She needs a new name."

"That's sensible," said Rarity. "What shall we call her then?"

Pinkie Pie raised an excitable hoof. "O, I know! I know! Black Snooty! No, that's not nice at all, is it? O! O! How about "Black _Beauty_?" That's way better than "Black Snooty", right?"

Rarity face-hooved. "No, Pinkie, that is the absolutely most ridiculous name I've ever heard of! She's an alicorn—a _princess_! She simply couldn't show her face in public with a name like that! She needs a name more proper for her station, a name with class! A name that is unique and magnifique!"

"Like what?" asked Pinkie Pie, tilting her head.

"Perhaps Selena?" offered Princess Luna.

"That's a pretty name, Aunty," said Princess Cadance, as she cradled Flurry Heart in her forehooves. Flurry had noticed Nightmare Moon now, and looked unsure whether to be afraid of her or not.

"Selena?" mused Twilight. "I don't know. That might be a little too fancy. Something simpler, perhaps."

"Ooh, I have an idea!" Discord said, leaning in so that he and the filly were nearly nose to nose. "Why don't we ask _her_ what she wants to be called?"

The filly's eyes widened. She shrank back from Discord.

"Discord!" scolded Fluttershy. She brushed past him and Princess Celestia, and placed a wing over the filly's shoulder. "You're scaring her! O, you poor thing," she added soothingly. "It's okay, you don't have to be scared anymore!"

The filly did not reply. She went back to staring at the ground.

Twilight pondered a moment. "How about…Nyx?"

"Nyx?" Princess Cadance asked, smiling. "You mean, like the old stories? I remember reading those to you when you were small."

"Yeah, figures you'd pick a name out of a book," chuckled Dash. "Hey, sounds good to me! Its fast and, like, has an X in it! That makes it _X-tremely_ awesome!"

"I suppose, if you think that works," sighed Rarity. "O dear. I liked Selena better…"

"Nyx?" asked Thorax. "I think I've heard that name before…was that some-pony important?"

Princess Celestia smiled. "Nyx is a mare from pony folklore. She had a black coat and protected her village from fearsome monsters."

Some of the Changelings exchanged knowing glances.

"I guess that works," said one.

"Suits her," said another.

"I guess that sounds alright," said Thorax. He still sounded uncertain.

"I think it is a wonderful name," said Princess Celestia. "Luna?"

Princess Luna nodded. "I have no objections."

"Nyx it is then," said Twilight. She smiled at her new ward. "How do you like your new name, _Nyx_?"

The newly-christened "Nyx" made no comment on her new name. But she was shaking, hard. Twilight suddenly realized how cold it was.

"O, you must be freezing!" exclaimed Twilight. "Thorax, does Nyx have a coat?"

"She does," replied Thorax. "It's probably in the Queen's chambers—along with her other belongings."

"Nyx has _belongings_?" Twilight asked incredulously. "Chrysalis gave her things?"

"Um, yeah? Not a lot of stuff, I guess. We—we don't value _things _the way ponies do."

"I guess we're going to have to go and get it," huffed Starlight.

"I don't know if she would even want any of that, after all she has been through," mused Twilight. She turned her attention back to Nyx. "Do you want to go and fetch your belongings?"

Nyx nodded slowly, without looking up from the floor.

Twilight turned to her friends. "We're going to collect Nyx's things and grab her coat."

Princess Celestia suddenly looked anxious. "That sounds like a good idea," she said quickly. "I think I shall accompany you…Chrysalis may have had her hooves on some dangerous artifacts. If so, I can help identify them. Luna? I need you to return to Canterlot. We need to assess the situation there."

Princess Luna nodded. "Of course, Sister. Discord? Could you snap us home?"

"Puh-lease, Lu-Lu! Easier done than said! Any-pony else want to take the Discord express?" Discord suddenly wore a train conductors' uniform, and sported a ridiculously large moustache. He checked a pocket watch, and then pulled Princess Luna's tale, which caused her to make a sound like a steam-whistle. She pulled her tail out of Discord's grip and glared at him.

"Us, please," said Princess Cadance. "We need to return to the Crystal Empire before any-pony realizes we're gone."

"Gone?" repeated Thorax. "That reminds me…we should probably send a message to the drones posing as you…tell them to return to the Hive…"

A couple of reformed drones exchanged glances, and then flew down a nearby tunnel.

"Will you be alright here, Twily?" Shining asked.

"I'll be fine," Twilight replied, curtly. She still felt irritated with Shining for his earlier behavior.

Shining's face fell. "Okay, then. Cadance and I will get things straightened out in the Crystal Empire. Then, we'll come down to see how you and your new…_charge_ are coming along."

"Good idea. I'll see you all in a couple of days." Shining made his way over to his wife, who arched a brow and frowned at him as he approached her. Cadance was not happy with him either.

"So, we have four royals leaving to try and keep order in their houses," Discord said. He yawned. "How droll. Any other takers?"

"Not me," said Starlight. "I think I'll go down with Princess Twilight to help Princess Night—_Nyx_ pack."

"I reckon we'll come along, too," said Applejack.

"Yeah, I want to see what kind of stuff Chrysalis was hiding!" exclaimed Dash. "I bet she has, like, super-secret treasure hidden in there!"

"I want to inspect this coat of Nyx's," sniffed Rarity. "I do hope it isn't _too_ drab looking."

"I better come too," said Spike. "In case we need to make an inventory or something."

"You can count me out!" said Trixie. "Trixie has had more than enough excitement for one day! Trixie just wants to go home and recover from this terrible ordeal! I'm very delicate!" She leaned in close to Starlight. "You'll be alright? Going down there with…her?" She pointed a hoof at Nyx.

"I'll be fine, Trixie," said Starlight, rolling her eyes and smiling. "Really. She's only a little filly. She doesn't go around gobbling ponies up, that's just a story."

None of the ponies noticed the uneasy glances the drones gave each other, or the worried look Princess Celestia exchanged with Thorax.

"Right, a little filly...who happens to be _Nightmare Moon_." Her voice was very shrill. "You have fun with that! Just do me one favor: could you let Trixie know what kind of candy she likes?"

Starlight arched a brow. "And why do you need to know that?"

"No reason," laughed Trixie nervously. "Just asking."

Starlight rolled her eyes and smiled. "Alright, I'll tell you when I find out." Trixie nodded and trotted over to where the Crystal Royal Family and Princess Luna stood. Discord snapped his talons, and they were gone in a flash.

"Well, that was fun," drawled Discord. "I guess now it's time to go have a look at Queen Meanie's private chambers. O look, little Nyx is already off!"

Twilight turned around. Nyx was prowling toward the same tunnel she had come in from. Twilight had not heard her leave.

"O, Nyx! Wait up!" Twilight hurried after her, her friends following in her wake.

They made their way inside the Hive. Twilight Sparkle was fascinated by all that she saw. She had seen many strange things in her lifetime, but the architecture of the Hive was totally alien to her. The walls were solid like stone, yet somehow organic at the same time. The entrances to the many tunnels opened and closed like yawning mouths, branching off into every conceivable direction. The Hive was dimly lit, the only illumination coming from strange glowing crystals embedded in the walls, ground, and ceiling. The fortress felt less like it had been _built_ so much as _grown_. If geometry had been used to build this place, it was with a kind of geometry Twilight had never seen before.

The Hive was occupied by hundreds of Changeling drones, and most of them had not Reformed yet. They stood and watched curiously, not only on the ground, but also on the walls and ceilings. None of them made a move to stop them. Occasionally, Twilight spotted a Reformed drone speaking with some un-Reformed ones. Twilight guessed they were discussing the events of the Atrium. The un-Reformed drones seemed to be listening carefully. Many of them gave Thorax considerable interest.

Twilight turned her attention back to Nyx, her mind bursting with questions. The scientist in her found the filly's unique attributes intriguing. Her cyan cat-slit eyes attracted the most attention. They glowed in the darkness, illuminating the way before her. No surprise there, but Twilight found herself puzzled by some of her other characteristics. Nyx moved silently and with a strange gait; she did not trot so much as creep, her shoulders rising at the withers every time she took a step. She walked one side at a time, left side, right side. It was not a pony-like walk; ponies walked with a diagonal gate, front left and back right, front right and back left. Twilight remembered her previous encounters with Nightmare Moon, and could not recall her ever moving in such fashion. Was this the result of living around Chrysalis? Having to creep around Chrysalis, lest Nyx set the Changeling Queen off?

But Nyx was not the only pony walking strangely.

"Starlight? Are you okay? You're walking kind of weird."

Starlight grimaced. "I'm fine. But my flank is sore from when Chrysalis bit my tail and threw me against the wall!"

"Gracious me! I did not realize Chrysalis had brutalized you so!" exclaimed Rarity, shocked.

"Are you going to be alright?" Fluttershy asked, concerned. "She also threw you at us before she flew away. That must have hurt a lot!"

Starlight nodded. "It did! But I'll be fine."

No-pony noticed Nyx smirk upon hearing this exchange. It was very brief, and when Twilight looked down at her, her expression had once more become blank.

The party soon found themselves in a more ornate corridor. Twilight could see a large door, which seemed entirely out of place compared to the rest of the Hive. In front of the doors stood a quartet of guards. Three of them were normal un-Reformed changelings. A fourth, wearing armor that Twilight had come to recognized as those of an officer, was a little larger, with purple fins and eyes.

They hissed at them, and then the purple-eyed drone stepped forward. "Who are you?" he growled, in a deep, harsh voice. He peered up at Thorax. "_What _are you?"

"It's me, Pharynx," said Thorax. "It's Thorax."

"Thorax?" said Pharynx, amazed. He looked his brother up and down. "What happened to you? What happened up _there_?" he added, pointing at the ceiling. "We heard an explosion, and then rubble fell. Where is The Queen? Is she alright?"

"Chrysalis is gone," said Thorax. "I…I'm in charge now."

Pharynx raised an eyebrow. "You? Don't be ridiculous. You couldn't lead yourself to water standing next to a lake, never mind the Hive!" He looked Thorax up and down. "You look like a moose wrestled a can of paint and lost. No Changeling with eyes would want to follow you! I am going to ask again, and this time I expect an answer: where is the Queen?"

"I…we chased her away."

Pharynx and the other drones gasped.

"You…helped chase the Queen away?" Pharynx cried. "Thorax, what were you thinking? We need The Queen to protect the Hive!" He pointed at the ponies. "You helped them chase her away? You expect us to call you our new leader, after treason such as this?" He was shaking. "What about Princess Nightmare? Did you chase her away too?"

Nyx stepped forward. Pharynx gasped, and he and the other drones bowed reverently. Nyx did not acknowledge this, but instead strode toward the chamber door. The drones stepped aside, and one of them opened the door with his magic. Nyx disappeared inside, and the drone closed the door behind her. Twilight made to follow Nyx, but Pharynx blocked her path.

"And just where do you think you're going?" he demanded.

"Inside to help Nyx," explained Twilight. "We're here to help her pack."

"Nyx? Who in blazes is that?"

Twilight pointed towards the door. Pharynx's eyes widened, but then he spread his wings defensively.

"_Princess Nightmare_ isn't going anywhere," snarled Pharynx. "She's _our_ princess, and I have no intention of hoofing her over to the likes of you!"

Dash darted close to his face. "Just a moment, buster! Nyx is coming with us, and if you think you're going to stop that, you're—whoa!"

Pharynx grabbed Dash with his forehooves and slammed her into the ground. He held back her forehooves, and pinned her right wing to the ground.

Every-pony gasped. Dash was stupefied. "What?" she asked, dazed. "What just happened?"

"You Pegasus ponies are all alike," sneered Pharynx. "You think because you control the weather, it makes you tough stuff! Then you act so lost when you get your flanks handed to you by _true_ warriors!"

Princess Celestia was indignant. "Un-hoof Rainbow Dash at once!"

Pharynx's lip curled. "Why don't you come make me, your Highness? You'll have to try harder than last night—they tell me you and your Sister were the easiest to take!"

Princess Celestia's nostrils flared. Twilight was amazed. Did he understand whom he was speaking to?"

Thorax stepped forward. "Pharynx, would you let Rainbow Dash go? Please?"

"_Please_?" repeated Pharynx incredulously.

"Yes," said Thorax. "The—the ponies aren't our enemies anymore. And since Princess Nyx is an alicorn, I thought it would be best if she went to live among her own kind."

Pharynx released Dash and marched right up to Thorax. "So, not only have you chased the Queen away from the Hive, you're also hoofing Princess _Nightmare_ over to the ponies? Are you insane?" He pointed at the door. "You do realize that _she's_ supposed to be in command now, right?"

Twilight blinked. _Nyx_ was supposed to be in charge?

"Well, she isn't old enough to rule any-pony right now," countered Thorax. "She's only a nymph—sorry, I mean _filly_. And since I have made this transformation, and learned to share love, it has been decided that I shall lead the Changelings from now on."

Pharynx snorted. "You? A leader? Who decided that? What, you think because you had a few tea parties with the fancy princess ponies, you're suddenly fit to run this entire Hive? You? _The weak, cowardly traitor who ran away_?"

Thorax flinched. Pharynx began to circle him.

"Did you honestly think we would forget? While you were off gorging yourself on love and teacakes, the rest of us went right on starving! And the Queen was furious! It's a miracle she didn't send a death squad after you! Want to know why I have guard duty? BECAUSE THE QUEEN WAS SUSPICIOUS OF _ME_ AFTER _YOU_ RAN AWAY!" Pharynx was shouting now. "AND IT WASN'T JUST HER! FOR FOUR MOONS, I HAD TO DEAL WITH EVERY-LING WHISPERING BEHIND MY BACK, TELLING EACH OTHER TO STAY AWAY FROM THE TRAITOR'S BROTHER!"

Pharynx pointed wildly at the ponies. "I AM ONE OF THE STRONGEST WARRIORS IN THE ENTIRE HIVE! I SHOULD HAVE GONE TO HELP CAPTURE OUR ENEMIES! I SHOULD HAVE BEEN IN THE ATRIUM TO PROTECT THE QUEEN! INSTEAD, I WAS FORCED TO GUARD A DOOR, AND IT IS ALL! YOUR! FAULT!"

"I—I'm sorry, Pharynx," said Thorax. His ears had drooped.

"Yeah," huffed Pharynx, shaking. "You are."

The ponies held their collective breaths, unsure whether to intervene or not.

Pharynx pointed accusingly at Thorax. "And now that we Changelings have finally achieved victory over the ponies, you come back here, with more ponies and the Daemon"—he pointed at Discord, who was watching the entire exchange with amusement—"and then you blow out part of the Hive, betray the Queen, and surrender the Princess to the ponies. And after all of that, you think that makes you our leader? You're crazier than I thought!"

Princess Celestia cautiously approached Pharynx. "I know that these changes are sudden, and may seem frightening to you," she began. "But Thorax has demonstrated exceptional courage in returning here. I am quite pleased to say that—"

"O, shut up, you old nag!" Pharynx snapped.

Every-pony gasped. Twilight's mouth dropped in shock. Princess Celestia looked stunned. "What?" she asked blankly.

"Pharynx!" exclaimed Thorax, mortified.

But Pharynx refused to stand down. He glowered contemptuously up at Princess Celestia.

"Don't try to be all high and mighty with us, Your Highness," he spat. "Don't even pretend to care. You knew about our plight for an entire millennium, and never once did you lift a fancy, gild-shod hoof to help us! All you've ever done was imprison us inside volcanoes, or seal us inside our own fortresses!" He laughed suddenly, a dark snicker without any mirth. "You know something? Our nymphs are still traumatized by our last imprisonment. They sob themselves to sleep, and our broodmares spend hours reassuring them that the ponies aren't going to come and trap us again. They would probably have nightmares—but they can't, because you and your _darling_ sister break into our dreams to spy on us! The only reason you couldn't before was because our Queen's throne blocked you out! And then there was Trot. Every-ling remembers Trot—you made sure we couldn't!"

Pharynx held up his hooves so that the holes were clearly visible. "I was not born when Trot happened. Nor was my father, his father, and his father before that. But we're not allowed to forget! You shot up every-ling there, even after we had given up, and then sealed us up inside a volcano as punishment for our "crime" of trying to survive! The Queen told us all about that day…she said it was the day she truly understood how the world worked! There is no good or evil; only the weak and the strong! You were stronger than us, so you sealed us away inside a volcano for years, and pretended we didn't exist! You didn't even lend a hoof to help us when a dragon tried to eat us all!

"But we beat you!" he added triumphantly. "We beat you. We captured your Sister, your Student, every-pony! We _won_. And now, only now, having seen our might, do you decide you want to be friends. Friends! Sure, only as long as your little _puppet_ gets to be in charge!

"We see through you, pony. Don't try to act all nice and benevolent now!" He held up his hooves again. "We never forget. It isn't allowed!"

And with that, Pharynx spat at Princess Celestia.

Princess Celestia looked as though a close friend had slapped her. Twilight was stunned and furious that any-pony could say such horrible things about her mentor. Starlight's jaw hung open. Thorax was horrified. And Discord chuckled, drawing another claw-full of hot, extra-butter popcorn from a red bag he had summoned from nowhere.

"Okay," whispered Pinkie Pie, backing away slowly. "This just got _really_ intense."

Dash stood up, shaking in rage. "How—how dare you!" she sputtered. "I—I oughta' clean your clock for that!"

"Do it!" snarled Pharynx. "Name a time and a place, pony! I'll be there. I'll beat you again! I'll make you taste the earth! You'll learn what it means to battle a true Changeling warrior!"

Twilight finally found her voice. "But this is _Princess Celestia_!" she sputtered. "The pony who raises the _sun_. Do you really want to insult her like that?"

Pharynx sneered. "What's she gonna do? Give me more holes? Kill me?" He turned his attention back to Princess Celestia. "Go ahead, then! Kill Me! Vaporize me with your magic! I'm not afraid! I'll show you how a true Changeling warrior _dies_!" He snorted and stamped his hoof, readying for battle. But Princess Celestia did not respond in kind. She looked upon him pityingly.

"I am sorry, Captain Pharynx," she said softly. "But protecting my little ponies is my first priority. My duty is very clear."

"As is mine," growled Pharynx. "To serve, to kill, to die. That has always been our way."

Thorax stepped forward. "That's enough, Pharynx. No-pony is killing any-ling, and no-ling is killing any-pony. That—that way is done.

"Listen to me, all of you," Thorax continued, addressing the other drones as well. "I know that we have been stealing love from ponies for centuries now. That we have only seen ponies as our enemies…as our _prey_." He swallowed nervously. "But…I have found a new way. A better way. I have learned that it is better to _share_ love instead of taking it. In order to receive love, we have to _give_ love. That is how I was able to achieve this form. It's how we were able to chase away the wicked old Queen. No longer do we have to starve for love—now we can make our own!"

Pharynx scoffed. "Seriously, Thorax? That is the prissiest fluff I have ever heard in my life! Cute speech, lots of pretty little words, but it doesn't mean a thing to—huh?"

Two bright flashes of light burst out from two guard drones as they levitated into the air. The flashing pulsated for a moment, and then the two guards descended. The light faded away, and there now stood two beautiful Reformed Changelings. One had turned lime-green, while the other had become turquoise, with magenta eyes and wings.

Twilight was mesmerized. So that was how that transformation worked! How beautiful! They had been ugly and scary before; now, they were beautiful and friendly! Truly a victory for friendship! She whooped and cheered with her friends. Thorax beamed. Pharynx was stunned. "You have got to be kidding," he said.

"Yeah!" cheered Dash. She grinned at Pharynx. "Well! What'd'ya gotta say about that, Pharynx?"

"They look pathetic," replied Pharynx, glaring disdainfully at them. "Weak. They are no longer of any use to our army."

Twilight's smiled faded. Pharynx had just seen the benefit of reforming! Why was he still so surly?

"We aren't an army anymore," said Thorax gently. "We no longer need conquest to feed ourselves. Chrysalis is gone now. We're _free_."

"Free?" spat Pharynx. "Free to do what? Free to roll over and let our enemies take away our only remaining weapon?" He moved closer to Thorax, almost nose to nose. "I know you, _brother_. You haven't any guts at all. The minute a bugbear or a dragon shows up, you'll flee in an instant! Or curl up and beg them not to eat you." He pointed at the ponies again. "You are a fool if you think the ponies will stay friendly towards us! They'll only tolerate us while they find us useful. The minute we have a disagreement, they'll come and stamp us out! And they won't have to try very hard, because you ran off our Queen and surrendered our Princess!

"I bet they'll kill her! As soon as they get the Princess out of our sight, they'll vaporize her so she won't be a threat!"

Twilight had enough. "HOW DARE YOU!" she shouted furiously, slamming her hoof down on the stone floor. Both Changelings jumped. "I CAN'T BELIEVE YOU THINK WE WOULD HURT A CHILD!" Every-pony stepped back in amazement. Discord let out a low whistle. Twilight took a few breathes to calm herself before continuing on.

"I understand if you believe you have grievances, Captain Pharynx. But you don't know anything about ponies if you think we intend to harm Nyx! I'm taking her in because she is a pony, and she belongs with us!"

Pharynx's lip curled. "You think she's a pony?"

"Of course!" replied Twilight. "A very special pony, but a pony nonetheless!"

"Yeah!" said Pinkie Pie cheerfully. "Can't get any more special than her, no—sir—ee!"

"She'll be _safe_ with us," continued Twilight. "And happy, now that she's free from Chrysalis! All of you are free from her! Thorax told us how cruelly she has treated all of you. Now that she's gone, you don't have to suffer in fear any longer!"

A voice spoke up. "And what does a pampered little brat like you know about suffering?" It was the un-Reformed drone by the door.

"What?" asked Twilight, faltering. The drone stepped forward and Twilight got a better look at him. She saw that it was an old changeling. His face was wrinkled, and the blue of his wings and fins had faded to a dark silver. He took careful steps, yet in spite of his age he seemed robust. And when he spoke, his voice was strong, yet carried the unmistakable warbling fry of a stallion advanced in years.

But the most distinctive feature of this drone was his left compound eye. It was milky white, with a long white scar running across it, from his left ear down to his left cheek. His other eye was sharp and clear, the only part of his body that still retained any vibrancy.

"Our Queen knew all about suffering," the old Changeling spat. "She suffered with us. She _starved_ with us. She was always scheming on our behalf, planning how best to keep us all fed. Her will is not to be questioned. She is to always be obeyed. And if she saw fit to hoof out harsh punishments for our indiscretions, so be it! That is her right as Queen! Serves us right too, I reckon!"

His body shook with dogmatic intensity. "Hail Chrysalis!" he shouted, spittle raining from his mouth. "Queen of Changelings!"

"All hail," murmured Pharynx.

"All hail the Scourge of the Sun! May the rivers of Equus run red with the blood of her enemies! Hail!"

Twilight stepped back in horror. She had encountered talk like this before. She had heard something like it back when she had first met Starlight Glimmer, from the adherents of Starlight's cult. And she had heard it a time before that. She had heard it on a dark night in the middle of the Everfree Forest, from a soft-spoken but cruel stallion, just before she felt the icy prick of his knife...

Twilight rubbed her right shin with her left hoof. She did not register doing it.

Thorax frowned. "That is quite enough, Mandible. No matter how you may feel about it, Chrysalis is gone. We're going to have to go on without her."

"Don't talk to me like that, young grub!" snarled Mandible. Twilight noticed he was missing a lot of teeth. "I've stood guard over _proper_ royalty for fifty-seven years! I have served a _true_ Queen, and for nearly two years now I have stood guard over a Princess! She's twice the Changeling you'll ever be, grub!"

"That's quite enough of that!" said the turquoise drone. Twilight realized it was a mare. "The old Queen is gone, and no-pony knows where she is! Until we find her and settle things, we are going to need a new leader! Thorax will have to do, and he has decided to send the Princess to live with the alicorns! And he's right to do so! You know none of us can take of her the way the Queen could! At least in Equestria, there will be lots of woods and forests! You know how she loves them!"

Nyx liked forests? She must be a nature lover! Twilight decided to arrange a hiking trip in White Tail Woods, after winter wrapped up.

The old changeling grumbled. "I suppose there's more for her there than here in the Badlands. But I don't like it." He pointed at the ponies. "I don't trust any of 'em one bit! They're our enemies, always have been. I reckon they're just biding their time before they destroy us all." He shot the ponies a final glare before taking wing and flying back up the hall, vanishing through a hole in the ceiling.

"I am very sorry about Mandible," said the turquoise drone, bowing to the ponies apologetically. "He's very old, and all of this is very new." She opened the doors with her magic, before turning to Thorax and asking, "Now, Thorax: could you tell us a little more about what happened?" You can go on ahead," she added shyly, nodding at Twilight. Twilight smiled back at her and stepped inside the Queen's Chambers. She gasped when she saw the interior.

It was a wreck. Large pieces of ceiling lay scattered around the room. Half of a peach-colored futon lay crushed beneath a large boulder. A tea set spread out on a coffee table had been knocked over. Grotesque knick-knacks, display cases, and furniture lay smashed on their sides. Dust and debris filled a large fireplace near the futon.

Nyx stood by an antique writing desk. She wore an eggplant-colored coat, made from a thick, sturdy, pebbled material that Twilight did not recognize. Its collar fit perfectly beneath Nyx's silver peytral. She also had on a set of large saddlebags, which Twilight recognized at once.

"Those are my old saddlebags!" Twilight exclaimed. "I wondered where those had gotten to!"

She darted forward excitedly. Nyx's eyes widened and she stepped back against the desk. Twilight froze, realizing she had frightened the filly. Nyx must be very timid.

"I'm sorry if I startled you," said Twilight. "But those used to be my bags. See? My name is engraved right here."

She pointed at her nameplate. Nyx glanced at it, then turned her face to the floor. Twilight frowned, but brightened as she remembered something.

"Say, I had some books in there! Do you know where…aha!" She recognized one of the books in question lying on the desk, and picked it up with her magic. She frowned; the book felt lighter than it should have. Opening it, Twilight gasped: half of the pages were missing!

"This book is ruined!" cried Twilight despairingly. She looked at the cover. "O no! It's the _Starswirl_!" She started hyperventilating.

"It will be alright, Twilight," said Princess Celestia, carefully stepping through the debris. "I have several copies of that book in a secure location." She took the book from Twilight and examined it carefully.

"This is normal for Chrysalis," she said, after a moment. "Whenever she comes across a book that interests her, she destroys it after she has read it. She has been known to destroy books without even opening them, if the subject provides no interest for her."

"She _destroys_ books?" gasped Twilight, mortified.

"Yes. When she conquered Timbucktu, she seized all the books in the Royal Library concerning the magical sciences, tactics, weapons and barding, and herbology. But the songs and poems, epics and folklore, histories and arts…she had those piled up and burned without a second thought."

"That—that's terrible!" wheezed Twilight. Her head was spinning. Chrysalis burnt an entire library! This was wickedness beyond redemption! Twilight's left ear twitched. Her lower right eyelid quivered.

"Breathe, Twilight," instructed Princess Celestia. She lowered her voice. "Remember, you need to set an example for your new charge."

Twilight glanced at Nyx. The filly stared back, looking Twilight in the eye for the first time. Twilight suddenly felt very uncomfortable; like she was being studied. It occurred to her that she had never seen Nyx blink. She did not have long to think about this, for Nyx looked away and went back to staring at the floor.

Remembering the breathing exercises Princess Cadance had shown her, Twilight began to breathe deeply. As she did so, she glanced at the desk. A ceramic bottle of ink had rolled off of it and smashed open upon the floor, and a cup of quills had tipped over. The quills were different colors, including several black ones Twilight suspected had come from Nyx's own wings. And there were other books on the desk as well, lying on their sides after being knocked over by the blast. Twilight saw at once that pages were missing from these books as well. They covered many topics, such as basic mathematics, spelling, potions, herbal remedies, and elementary magic. There were also several books in foreign languages, such as Prench and Maredrish, as well as a few others she did not recognize. Twilight wondered why an ancient being like Chrysalis would have such rudimentary books.

"Gracious me, what an absolutely _atrocious_ décor!"

Rarity was taking in the room's furnishings with dismay. She and the rest of Twilight's friends—and also Pharynx—had made their way inside the room.

"It used to look nicer than this," grumbled Pharynx. "But that explosion upstairs ruined everything! This room is a safety hazard now."

"O no. This room was a _disaster_ before that. Look at these furnishings! Not a one of them match! And these knick-knacks! They're so revolting!"

"Yes, Chrysalis has always had very morbid tastes," agreed Princess Celestia, frowning at an overturned display case. It contained an enormous stuffed spider.

"O, this is such a scary room!" whispered Fluttershy anxiously. She noticed the stuffed spider and shuddered.

"Chrysalis kept Nyx locked in here?" asked Starlight incredulously. "This is hardly a place to keep a foal!"

"Yeah!" squeaked Pinkie Pie. She was examining a cabinet. "There aren't any toys in here! No balls, no yo-yos, not even little dollies!" She brightened as she happened upon some boxes. "Ooh, here are some games!"

She lifted the boxes out of the cabinet. The designs were faded, but the titles were still legible. "Chess…Go…Warboat? These are all war games!" Pinkie frowned at one particular game. ""Imperil?" That's funny, I've never heard of this game, and I know lots of games!"

"I have," sighed Princess Celestia. "It's a military conquest game. The first pony to conquer Equus wins. It is not a popular game in Equestria."

Pinkie Pie grimaced and returned the boxes to the cabinet.

Rarity, meanwhile, was still examining the room. "Now, where is the bed? If this is a _Queen's_ chambers, one should think there would be a bed in here."

Pharynx pointed at the futon. "There. That was her bed."

"A futon?" asked Rarity, startled. "Chrysalis slept on _that_?"

"Yeah," grunted Pharynx. "The old Queen preferred futons to beds, because they were easy to move during evacs. And easy to climb off of," he added. "That way she could be ready at a moment's notice when our hive was threatened. She was a true warrior."

Twilight stared at the futon, bewildered. It was just big enough to fit Chrysalis. But if that was where Chrysalis slept, where had Nyx? Twilight did not see any other futons in the room. There were a few old wooden chairs, and an overturned rocking chair of recent vintage, but aside from those there was nothing that could conceivably serve as a bed. Had Nyx slept on the floor?

Applejack trotted over to the fireplace. "Well, let's see if we can't get a fire goin'. It's gettin' right chilly in here." She pushed aside a large cauldron and looked inside of the grate. She let out a tremendous cry, backing away from the fireplace and falling against the futon.

"Applejack! What's wrong?" cried Dash, flying to her friend's side.

Applejack shakily pointed at the fireplace. "There…there are _bones_ in there!"

"What!" cried Twilight. She made her way to the fireplace.

Sure enough, bones lay scattered in the grate. They were the bones of a boar. Twilight could tell by the skull lying haphazardly on its side, the skullcap smashed open. There were still bits of brain left inside. There was also a large roast ham sitting on the mantlepiece, the calve and hock still attached.

"O. O my stars!" groaned Rarity, her face turning green. "How…how barbaric!" She gagged and held her hoof to her mouth, fleeing into the bathroom. Fluttershy bent over the fireplace, tears streaming down her face. "That poor thing! Look, there are toothmarks all over these bones!"

This was the truth. All of the bones had toothmarks. Some bones had the ends bitten off. The limb bones had been split apart, stripped of the marrow. There were tooth marks all over the skull.

Twilight's blood ran cold. What horrors had poor little Nyx been exposed to?

"What…what is this?" she asked, stunned.

"That's the Queen's roasting fireplace," said Pharynx. His lip curled. "That's where she roasts her prey for dinner."

"Her prey?" asked Twilight nervously. "Is…is this what she was going to do to us after she took our love?"

Pharynx grinned. His fangs were long and sharp. "Yes," he hissed. Twilight backed away from him. He laughed uproariously. "The Queen told us we'd have a banquet after we had our fill of love! Guess who she wanted to eat personally?" He leered wickedly at Twilight. Her blood went from cold to icy.

"That is quite enough, Pharynx!"

It was Thorax, flanked by the two Reformed drones. He sounded exasperated. "No-pony is getting eaten. Not anymore. Since the Changelings share love instead of taking it, there is no more need to eat ponies!"

"No more need?" asked Dash. "Hold up! I thought you guys only ate _love_ from ponies, not…_ponies_." She shuddered.

"Love is important for our metabolism," replied Thorax. "We'd starve without it! But we do eat solid food. Including," he added guiltily. "Meat."

"Yeah," snickered Pharynx. "It puts the emotionless husks of our prey to some practical use." He proudly bared his fangs. "What do you think these are for?"

Twilight swallowed. A horrible thought occurred to her. "Has…has Chrysalis ever roasted…_ponies_ in that fireplace?" Twilight pointed at Nyx. "Since she found _her_?"

"No, not in that fireplace," replied the turquoise drone. "It's a recent addition, too. It was only installed a year and a half ago.

Twilight felt slightly relieved to hear that. Only slightly. She could not bear to think what else had been roasted in that fireplace. She glanced back at it, and was astonished when Starlight approached the grate and picked up a femur with her magic. She inspected it carefully, her brow furrowed. The bone had long, wide toothmarks all over it. Starlight frowned, and then picked up a rib. The marks on it were thinner and shorter than the marks on the femur, and the marks of each tooth were closer together.

"Ugh, I can't believe you're picking those up, Starlight!" said Twilight. "Are you alright?"

"Sure, I'm fine! Fine!" replied Starlight. "I just…thought of something."

"Really?" asked Twilight. "What?"

"It's just…never mind. It's a funny little idea. Don't mind me!" she flashed Twilight a nervous smile as she tossed the bones back into the fireplace. But then she looked askance at Nyx, Starlight's face a mixture of puzzlement and concern. Twilight nodded internally. Poor Starlight must have reached the same conclusion as Twilight: Chrysalis roasted and ate meat with _Nyx watching_! That poor little filly must be beyond traumatized!

Rarity came out of the bathroom. She seemed better, although she still looked a little green.

"I am terribly sorry, I had to freshen up after…after seeing _that_," she said, waving at the fireplace. "I must say, Chrysalis has some fine pieces in here, regardless of how motley her collection is. Especially her"—she lowered her voice conspiratorially, her eye on Princess Celestia, and pointed at the bathroom door— "_loo_. Why, it's sterling silver! Wherever did she find it?"

"That toilet used to belong to some pony duchess or whatever," Pharynx explained, chuckling nastily. "She drowned in it after _generously_ bequeathing it to our Queen. _Somehow_, the pony's head got shoved down the basin, and _somehow_ the toilet flushed her face. Thirty-seven times." Pharynx grinned wickedly. "It was so sad!"

Rarity gaped at him. "O my stars, how horrid!" she cried. "Dear me, I could use a drink right now. Is there anything to drink in here?"

"Do I look like a butler?" snarled Pharynx.

"Ooh, here's something!" interrupted Pinkie Pie. She had rifled through another cabinet and found a large ceramic pitcher, glazed a solid crimson. She shook it, and a thick liquid could be heard swishing around inside.

Applejack arched a brow. "Now, you be careful 'bout drinkin' in here. We don't know what kind of stuff that nasty ol' nag has in here. That there stuff sounds too thick to be cider."

"Whatever it is, I hope it's a good vintage," said Rarity wearily. Pinkie Pie smiled and pulled out a goblet made of a dark polished wood. She set it and the pitcher on the coffee table.

Pharynx glanced at the jug and grinned. "O, yes. It's a…very recent brew. The Queen liked to drink it at her leisure."

Thorax suddenly tensed. "Um, I don't think you should open that," he began, but Pinkie Pie had already begun pouring.

It was a thick, deep-crimson liquid with a sharp, metallic odor.

Pinkie Pie's eyes widened. Twilight shuddered. She knew at once what the liquid was, and it certainly was not a drink fit for ponies!

Rarity spoke at last. "Is that…_blood_?"

Pharynx howled with laughter. "Yup! It's the Queen's favorite drink!" He pointed at the fireplace. "That particular "vintage" is fresh boar's blood! Go ahead, little pony! Have a taste!"

Rarity pushed the goblet away, looking green again. Pinkie Pie looked mortified, her fuzzy hair straightening a little. Twilight was aghast. Chrysalis had sat in this room and drank blood with Nyx watching? She looked down at the filly. Nyx had brought her head up and was staring at the wooden goblet with great interest.

Twilight was done with this awful room. The last ten minutes had been a waking nightmare. She could not imagine what it must have been like for Nyx, who had spent _twenty-two moons_ alone in this room with Chrysalis. "We should go."

Thorax's ears wilted. "Already? If it's because of the blood, we do have water in here." He pulled a blue ceramic pitcher from the cabinet.

"Thank you, Thorax," Twilight replied. "But I really think we need to get Nyx settled into her new surroundings as _quickly as possible_."

"Really?" asked Discord sweetly. He had been watching the expressions on Twilight's face with much amusement. "And here I thought you wanted to sort through all these wonderful things first." He snapped his claw lazily. Several other Discords materialized and began rifling through some of the cabinets. Each of them wore tuxedos and top hats, and one even wore a monocle. This last one picked up a jade clock with praying mantis claws for hands, and examined it through the wrong end of a brass loupe. "Hm, yes, fascinating," he said, in a theatrically pompous voice.

Princess Celestia face-hoofed. Thorax shook his head and studied Twilight carefully. Her emphasis had not been lost on him. "I see," he said. "In that case, why don't I send this other stuff to you later? You could shift through it then."

"Are you sure that's alright?" asked Princess Celestia. "There isn't anything here you would like to keep? Relics of your people, perhaps?"

"Not really," said Thorax. "We don't have very many relics like that, aside from an artifact known as "The Talisman of Mirage."" He glanced around the ruined room. "But who knows where the Queen stuck that."

"Alright then," said Starlight. "What does it look like?"

"It's a kind of rod, with a bronze scarab-beetle on the top, with an amber-colored focusing gem."

Every-pony looked around. Discord pulled out a magnifying glass and studied the stuffed spider with it. Pinkie put on a detective hat and stuck her head inside a teapot. No-pony noticed Nyx smirk and pat her saddlebags.

Thorax shrugged after a few minutes. "It'll turn up, I guess. To be honest, I really don't want anything to do with the old Queen around. I want the Changelings to have a fresh start."

"Yeah, good luck selling that," growled Pharynx. Thorax ignored him.

"Give us a few days," he went on. "We'll have these rooms cleared out quickly."

Rarity perked up at once. "O, you simply must let me come and decorate! These rooms aren't so bad; without all of these ghastly knick-knacks, these rooms have potential! I can make them fit for a king!"

"Thank you for the offer," said Thorax. "But I have no intention of using these rooms. In fact, I think I'll have them sealed off."

"Sealed off? Whatever for?" asked Rarity.

"Chrysalis always held herself apart from the rest of the Hive," explained Thorax. "She gave herself all of these privileges, and then treated us like we were her own possessions. No more. Now that I'm in charge, I'm going to live among my brethren, as I did when I was still a drone."

"That is very noble of you, Thorax," said Princess Celestia warmly. "I see that you are wasting no time bringing about sweeping changes to your new hive." No-pony noticed Nyx glowering murderously at Thorax, her eyes dancing furiously.

"Thank you, Your Highness," Thorax was saying. "I hope we can create a bright new future. A future without Chrysalis to darken it." He did not notice Nyx trembling, her glare fiercer than the wildest of tigers. He turned his attention to Twilight. "You can sort through this stuff when it arrives. Maybe you'll find something worth keeping."

"What about the rest of it?" asked Twilight. "The stuff we don't want?"

Thorax shrugged. "Burn it, I guess."

"Burn it?"

Thorax nodded. "I don't want anything belonging to Chrysalis left here. We have had quite enough of her."

Twilight nodded. "That makes sense. After what I've seen in here, I wouldn't want any mementos of her either. I doubt we'll keep very much of this stuff."

Princess Celestia stepped forward. "And you need never fear Chrysalis. If she tries to come back here, let us know. We shall do all that we can to support you against her. May your reign be long and glorious, _King_ Thorax!"

Thorax blushed a little. Twilight, her friends, and even Discord assented cheerfully. No-pony noticed Nyx's face. Her fury would have frightened actual Furies. Her lips parted back, revealing long sharp fangs. Her pupils shrank to the thinnest of slivers. Her eyes darted around, eyeing Twilight and her friends with utter loathing.

Her attention shifted to the nearest wall, a wall covered floor to ceiling with weapons of every conceivable kind. Her gaze settled upon a worn, wooden javelin that was mounted towards the bottom. Silently, Nyx crept over to the weapon wall. She reached out and took the javelin into her hooves.

Then Twilight saw her. "Nyx! Put that down!"

Twilight pulled the javelin out of Nyx's hooves and put it back on the wall. "That isn't a toy for you to play with," she said gently. "When we get back to my castle, there will be plenty of toys and games for you to play with! And lots and lots of books!" she added enthusiastically. "Won't that be fun?"

Nyx said nothing. She went back to looking at the ground. How timid she seemed! The poor girl was still shaking. Twilight looked pityingly at her for a moment before turning her attention to the wall. It was covered with all sorts of weapons. None of them looked like they belonged to the same set or maker. All of them looked as though they had been used at some point—Twilight tried not to think too hard about that.

"Wow. Chrysalis had a lot of weapons. I can't believe she kept a foal in here with all of this—Nyx could have hurt herself!"

Dash was immediately interested. "Wow, look at this stuff!" she exclaimed. "Swords, maces, spears…I don't know the names of half this stuff! Bows, crossbows, daggers…hedge clippers?"

A pair of red-handled hedge clippers sat prominently at the top. Thorax saw them and shuddered.

"The hedge clippers. They're a lot cleaner than I expected."

"The Queen keeps them in good repair," said Pharynx gravely, dropping his flippant tone. The other drones stared at the hedge clippers in a sort of awed reverence.

Twilight was confused. "I'm sorry, but what's so important about a set of hedge clippers?"

Thorax grimaced. "They're…they're what Chrysalis _pruned_ us with."

"Pruned?"

"Sterilized. If she thought a male drone was weak, she would take down the hedge clippers and…" Thorax stopped. He did not need to say anything more. Every-pony understood at once.

"No way!" whispered Dash, horrified. "She took those hedge clippers and cut off—"

"Yeah," interrupted Thorax. "Yeah, she did."

"That's horrible!" said Fluttershy.

Even Discord was taken aback. "What?" he asked, dazed. "Seriously, what?"

"I can't believe this!" Twilight angrily exclaimed. "That's completely insane!"

"Outrageous!" spat Princess Celestia, in a hushed, angry tone. "Such wickedness! I did not realize what depths of depravity she sank to!"

Thorax sighed. "I know. This is one tradition I'm ending as of now." He shook his head. "I'll be honest: I would be more than happy if I never had to see Chrysalis ever again."

Twilight nodded. After what she had seen and heard, she hoped Chrysalis kept as far away as possible.

"What if she reforms?" asked Starlight. "Would you be willing to take her back then?"

Every-pony exchanged glances.

"Well, I think that's really unlikely," said Fluttershy tactfully.

"No way that'll ever happen," growled Spike. He gestured at the room around them. "I mean, look at this stuff! No sane pony would ever want to live with stuff like this!"

"She's a monster!" exclaimed Rarity. "And those threats she made at you, darling! I've never heard the like!"

"I have to concur," said Princess Celestia. Her voice had become very cold. "Chrysalis is a ruthless, evil creature. Even if through some miracle she decides to reform like the other Changelings, it's going to take more than an apology to make up for the things she has done to the ponies of Equestria…and her own people."

Starlight frowned and turned her attention to Twilight. "What about you? If she wanted to try friendship, would you help her?"

Twilight bit her lower lip. In all honesty, she agreed with Princess Celestia. Any-pony who abused her own subjects, terrorized an innocent filly, and burned books was pretty far gone. But Starlight had also been pretty bad as well, and Twilight had gotten through to her. Now that Starlight was finally coming to understand friendship, Twilight did not want to say it was impossible. She decided to be tactful.

"I…I guess I would," said Twilight carefully. "But I would not want her to stay anywhere near Nyx. I consider it a duty to keep them as far apart as possible. It's for her own good."

Princess Celestia nodded. "Yes, Twilight. Chrysalis should have no more to do with Nyx. That filly has gone through enough as is." She looked at Thorax. "I think it's time we took our leave."

Thorax nodded. "Yes. Get Princess Nyx away from here."

"Do let us know how she fares!" said the turquoise drone. "We are all fond of her! Make sure she gets plenty to eat!"

"Don't worry, we'll make sure she's well fed!" said Twilight brightly. She did not notice Princess Celestia stiffen, or Thorax suddenly looking more uncomfortable than usual. She turned her attention to Nyx. "Are you ready to go?"

Nyx had been looking up, but snapped her head back down as soon as Twilight looked in her direction. Twilight's smile faded a little. She could have sworn Nyx had been glaring at her, but that had to be her imagination…a trick of the light…

"Do you have everything you need? Are your bags packed?" Twilight thought of something. "What do you have in here, anyway?" She opened a flap on one of the saddlebags and saw a kind of furry material inside. Blankets? Were these all Nyx had to her name?

Nyx started backing away, her eyes very wide. "O, it's okay!" Twilight said reassuringly. "I'm just making sure you're packed up tight! Now, come along with me!" Deciding to inspect the bags later, Twilight led Nyx over to Discord.

"This is our friend, Mr. Discord!" Twilight said, introducing the draconequus to Nyx.

"_Mister_ Discord?" he sputtered, in feigned indignance. "No, that won't do at all! I will accept nothing less than _Uncle_ Discord!"

Twilight scowled. "How about _no_."

"No? Well, fine. Knowing you ponies, you'll probably have her call your friends "Aunty" by the end of the week," replied Discord, rolling his eyes. He held his claw in position for a snap. "If we're all ready, shall we get away?"

Every-pony gave their assent. Twilight turned to Thorax. "We'll be talking to you soon, Thorax. You helped us, and we can't thank you enough."

"That is absolutely right," said Princess Celestia. "We shall have to have some kind of ceremony! It is the least we can do!"

Thorax blushed. "You don't have to go to all that trouble…"

"We insist! We'll send a letter as soon as possible!" exclaimed Spike. "Until then, farewell!"

Every-pony except Nyx said their farewells. Thorax and the reformed Changelings waved goodbye. The turquoise drone even blew Princess Nyx a kiss.

Discord snapped his fingers. And in a flash of light, they were gone.

The turquoise drone looked up at Thorax. "She _will_ be okay with the ponies, won't she?"

Thorax smiled. "Sure! The ponies are very kind and generous! They love children. They'll take good care of her, I know it!"

The green drone shuffled nervously. "Are you sure about that? I mean, Princess Night…_Nyx_ is really different from them." He pointed at the fireplace. "And they were pretty freaked out when they saw her supper in the fireplace! Do they know she eats meat?"

Thorax faltered. "Yeah. I mean, they should…I did sort of mention it to Princess Celestia once."

"And did Princess Celestia mention if to any-pony else?"

"I think so," said Thorax, frowning. "Why would Princess Celestia keep something like that a secret?"

The green drone shrugged. "I do not know. You know her better than we do."

"But are you sure she's going to be okay? The Princess was…unusually quiet," said the turquoise drone. "She didn't even say goodbye to me!"

"Yeah," agreed the other. "She's usually a lot…_noisier_."

"Well, this has been a lot to take in," said Thorax. He looked nervous again. But before he could discuss the matter further, two more Reformed drones entered the room. They bowed.

"The drones that had been impersonating the ponies have returned," one said. He arched a brow wryly. "As you can imagine, they have questions."

Thorax brightened. "I can imagine! I will go and talk with them. Once they hear about our new way, they'll join us in a heartbeat! A new day had dawned on our Hive!"

He left the room, the four reformed drones following behind in his wake. But Pharynx stayed behind.

""_A new day has dawned_?"" he sneered. "What a load of sentimental garbage! I'm not falling for that, _Brother_." He spat out the last word as though it were something poisonous. "The Queen will come back; you can be sure of that. She'll put you in your place! And when she does, I'll be standing by her side."

He spotted the javelin Twilight had taken from Nyx and grinned. "And if she doesn't, I know some-pony who will! O, she's real royalty, sure enough: I've seen what she can do! Those ponies don't know what they've got! Heh heh heh!"

Pharynx spotted the goblet filled with blood and picked it up. He raised it in a toast: "To the Hive!"

He emptied it in one gulp.


End file.
